20-F

UNILEVER PLC (UL)

20-F 2025-03-13 For: 2024-12-31
View Original
Added on April 09, 2026

Disclaimer

This is a PDF version of the Annual Report on Form 20-F 2024 and is an exact copy of the

document filed with the SEC at www.sec.gov.

The Annual Report and Accounts 2024 was also filed with the National Storage Mechanism and

the Dutch Authority for the Financial Markets in European Single Electronic Format, including a

human readable XHTML version of the Annual Report and Accounts 2024 (the ESEF Format).

The Annual Report and Accounts 2024 in ESEF Format is also available on Unilever’s website at

www.unilever.com. Only the Annual Report and Accounts 2024 in ESEF Format is the official

version of the annual report for purposes of the ESEF Regulation.

Certain sections of the Annual Report on Form 20-F 2024 have been audited. These are on

pages 138 to 191.

The maintenance and integrity of the Unilever website is the responsibility of the Directors; the

work carried out by the auditors does not involve consideration of these matters. Accordingly, the

auditors accept no responsibility for any changes that may have occurred to the financial

statements since they were initially placed on the website.

Legislation in the United Kingdom governing the preparation and dissemination of financial

statements may differ from legislation in other jurisdictions. Except where you are a shareholder,

this material is provided for information purposes only and is not, in particular, intended to confer

any legal rights on you.

This Annual Report on Form 20-F does not constitute an invitation to invest in Unilever shares.

Any decisions you make in reliance on this information are solely your responsibility.

The information is given as of the dates specified, is not updated, and any forward-looking

statements are made subject to the reservations specified in the cautionary statement on the

inside back cover of the Annual Report on Form 20-F 2024.

Unilever accepts no responsibility for any information on other websites that may be accessed

from this site by hyperlinks.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark one)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES<br><br>EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT<br><br>OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE<br><br>ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES<br><br>EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from 1 January 2024 to 31 December 2024

Commission file number 001-04546

UNILEVER PLC

(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English)
ENGLAND

(Jurisdiction of incorporation or organization)

100 Victoria Embankment, London EC4Y 0DY, England

(Address of principal executive offices)

Maria Varsellona, Chief Legal Officer and Group Secretary

Tel: +44 7795 562319, Email: maria.varsellona@unilever.com

100 Victoria Embankment, London EC4Y 0DY, UK

(Name, Telephone Number, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br><br>Symbol(s) Name of each exchange on which registered
Ordinary shares, nominal value of 3 1/9 pence per share ULVR New York Stock Exchange*
American Depositary Shares (evidenced by Depositary Receipts) each<br><br>representing one ordinary share of the nominal amount of 3 1/9p each UL New York Stock Exchange

*Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and

Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Title of each class
3.1% Notes due 2025<br><br>3.375% Notes due 2025<br><br>2.0% Notes due 2026<br><br>7.250% Notes due 2026<br><br>2.9% Notes due 2027<br><br>4.25% Notes due 2027<br><br>3.5% Notes due 2028<br><br>4.875% Notes due 2028<br><br>6.625% Notes due 2028<br><br>2.125% Notes due 2029<br><br>1.375% Notes due 2030<br><br>4.75% Notes due 2031<br><br>1.750% Notes due 2031<br><br>5.9% Notes due 2032<br><br>5.0% Notes due 2033<br><br>4.625% Notes due 2034<br><br>2.625% Notes due 2051<br><br>5.600% Notes due 2097

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the

annual report.

The total number of outstanding shares of the issuer’s capital stock at the close of the period covered by the annual report was:

2,524,997,338

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:

Yes x    No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934:

Yes o         No x

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act

of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject

to such filing requirements for the past 90 days.

Yes x        No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule

405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to

submit such files).

Yes x        No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth

company. See definition of “large accelerated filer,” accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer x        Accelerated filer o        Non-accelerated filer o        Emerging Growth Company o

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has

elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to

Section 13(a) of the Exchange Act. o

*The term ‘‘new or revised financial accounting standard’’ refers to any update issued by the Financial Accounting Standards Board to its

Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its

internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting

firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included

in the filing reflect the correction of an error to previously issued financial statements.  o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards<br><br>as issued by the International Accounting Standards Board ☒ Other ☐

If ‘Other’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has

elected to follow. Item 17 o        Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes o        No x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the

Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o        No o

Cautionary Statement

This document may contain forward-looking statements, including ‘forward-looking statements’ within the meaning of the United States Private Securities Litigation

Reform Act of 1995, concerning the financial condition, results of operations and businesses of the Unilever Group (the ‘Group’). All statements other than statements

of historical fact are, or may deemed to be, forward-looking statements. Words such as ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘looks’, ‘believes’, ‘vision’,

‘ambition’, ‘target’, ‘goal’, ‘plan’, ‘potential’, ‘work towards’, ‘may’, ‘milestone’, ‘objectives’, ‘outlook’, ‘probably’, ‘project’, ‘risk’, ‘seek’, ‘continue’, ‘projected’, ‘estimate’,

‘achieve’ or the negative of these terms, and other similar expressions of future performance or results and their negatives, are intended to identify such forward-

looking statements. Forward-looking statements also include, but are not limited to, statements and information regarding the Group’s emissions reduction and other

sustainability-related targets and other climate and sustainability matters (including actions, potential impacts and risks and opportunities associated therewith).

Forward-looking statements can be made in writing but also may be made verbally by directors, officers and employees of the Group (including during management

presentations) in connection with this document. These forward-looking statements are based upon current expectations and assumptions regarding anticipated

developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance or outcomes. All forward-looking

statements contained in this document are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should

not place undue reliance on forward-looking statements.

Because these forward-looking statements involve known and unknown risks and uncertainties, a number of which may be beyond the Group's control, there are

important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and

uncertainties, the material or principal factors which could cause actual results to differ materially from those expressed in the forward-looking statements included in

this document are: Unilever’s global brands not meeting consumer preferences; Unilever’s ability to innovate and remain competitive; Unilever’s investment choices

in its portfolio management; the effect of climate change on Unilever’s business; Unilever’s ability to find sustainable solutions to its plastic packaging; significant

changes or deterioration in customer relationships; the recruitment and retention of talented employees; disruptions in Unilever’s supply chain and distribution;

increases or volatility in the cost of raw materials and commodities; the production of safe and high-quality products; secure and reliable IT infrastructure; execution of

acquisitions, divestitures and business transformation projects, including the proposed separation of our Ice Cream business; economic, social and political risks and

natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters and practices with regard to the

interpretation and application thereof and emerging and developing ESG reporting standards including differences in implementation of climate and sustainability

policies in the regions where the Group operates. Also see ’Our Principal Risks’ on pages 51 to 61

for additional risks and further discussion.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently

available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many

possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary

materially from those expressed in our forward-looking statements.

The forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims

any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s

expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. New risks and uncertainties arise over

time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the

extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In preparing

the sustainability and climate-related information in this document, Unilever has made a number of key judgements, estimations and assumptions. Sustainability and

climate data, models and methodologies are often rapidly evolving and are not of the same accuracy as those available in the context of other financial information.

There may also be challenges in relation to availability of sustainability and climate-related data and potential inconsistencies. This means that sustainability and

climate-related forward-looking statements can be subject to more uncertainty than other types of statements and therefore our actual results and developments

could differ from those expressed or implied in the sustainability and climate-related forward-looking statements in this document.

This document also contains data on the Group’s Scope 1, 2 and 3 emissions. Some of this data is based on estimates, assumptions and uncertainties. Scope 1 and

2 emissions data relates to emissions from the Group’s own activities and supplied heat, power and cooling, and is generally easier for the Group to gather than

Scope 3 emissions data. Scope 3 emissions relate to other organisations’ emissions and is therefore subject to a range of additional uncertainties, including that: data

used to model lifecycle footprints is typically industry-standard data or estimates rather than relating to individual suppliers; and lifecycle models, such as the Group’s,

cover many but not all products and markets. In addition, international standards and protocols relating to Scope 1, 2 and 3 emissions calculations and

categorisations also continue to evolve, as do accepted norms regarding terminology, such as carbon neutral and net zero, which may affect the emissions data the

Group reports. As Scope 3 emissions data improves, shifting over time from generic modelled data to more specific data, the data reported in this document is likely

to evolve. We will continue to review and develop our approach to emissions data in line with evolving market approaches and standards.

Throughout this report, we include non-GAAP financial measures to explain the performance of our business, including underlying sales growth, underlying volume

growth, underlying price growth, non-underlying items, underlying operating profit, underlying operating margin, underlying earnings per share, underlying effective

tax rate, constant underlying earnings per share, free cash flow, cash conversion, underlying return on assets, net debt and underlying return on invested capital.

Such non-GAAP financial measures are defined in ’Additional financial disclosures’ and a reconciliation of these measures to their most directly comparable GAAP

financial measures are included within ’Additional financial disclosures’. See pages 40 to 47.

Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam, and

the US Securities and Exchange Commission, including in the Annual Report on Form 20-F 2024.

This document is not prepared in accordance with US GAAP and should not therefore be relied upon by readers as such. The Annual Report on Form 20-F 2024 is

separately filed with the US Securities and Exchange Commission and is available on our corporate website: www.unilever.com.

In addition, a printed copy of the Annual Report on Form 20-F 2024 is available, free of charge, upon request to Unilever, Investor Relations Department, 100 Victoria

Embankment, London EC4Y 0DY, United Kingdom.

This document comprises regulated information within the meaning of Sections 1:1 and 5:25c of the Act on Financial Supervision (‘Wet op het financieel toezicht

(Wft)’) in the Netherlands.

The brand names shown in this report are trademarks owned by or licensed to companies within the Group.

References in this document to information on websites (and/or social media sites) are included as an aid to their location and such information is not incorporated in,

and does not form part of, the Unilever Annual Report and Accounts 2024

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Building for consistent, higher performance

2024 was a year of transformation for Unilever. We stepped up our operational performance,

sharpened our portfolio, and started to put in place a leaner, more productive organisational

model. However, we know there is more work to do to ensure we deliver improvements on a

consistent basis.

In a world of ever-increasing consumer expectations and rapidly advancing technology, it is

more important than ever that we leverage our innovative, market-making and pioneering

capabilities.

The Growth Action Plan 2030 is our strategic response to these opportunities and challenges.

It will enable us to focus, excel and accelerate in the areas that are critical to our future

success – unlocking the full potential of Unilever to deliver best-in-class performance for our

shareholders and stakeholders.

In this report
Strategic Report
About Unilever
2 Unilever at a glance
4 Our Strategy: Growth Action Plan 2030
Review of the Year
6 Chair’s statement
8 Chief Executive Officer’s statement
10 Unilever Group Financial Review
14 Business Group Review
34 Our People & Culture
36 Sustainability Review
Our Performance
38 Financial performance
48 Non-financial performance
Our Principal Risks
51 Risk management approach
52 Principal Risks
60 Viability statement
Governance Report
64 Governance Report Overview
66 Board of Directors
68 Unilever Leadership Executive (ULE)
70 Operation of the Board
78 Additional Information
81 Report of the Nominating and Corporate Governance<br><br>Committee
86 Report of the Audit Committee
91 Report of the Corporate Responsibility Committee
95 Directors’ Remuneration Report Financial Statements
--- ---
120 Statement of Directors’ Responsibilities
121 Report of Independent Registered Public Accounting<br><br>Firm
138 Consolidated Financial Statements Unilever Group
142 Notes to the Consolidated Financial Statements
200 Group Companies
211 Shareholder Information – Financial calendar
212 Additional Information for US Listing Purposes
Sustainability Statement
224 General Information
230 Environmental Disclosures
267 Social Disclosures
287 Governance Disclosures
Online
You can find more information about Unilever online at<br><br>www.unilever.com.<br><br>The Unilever Annual Report on Form 20-F 2024 (and the<br><br>Additional Information for US Listing Purposes) along with<br><br>other relevant documents can be downloaded at<br><br>www.unilever.com/investors/annual-report-and-<br><br>accounts.<br><br>References to information on websites in this document are<br><br>included as an aid to their location and such information<br><br>is not incorporated in, and does not form part of this<br><br>document. Any website URL is included as text only and is<br><br>not an active link.

At a glance_curved boxes_pg1.jpg

2 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- ABOUT UNILEVER
---
Unilever at a glance
Our brands serve consumers in almost every part of the world.
--- ---
Worldwide reach Developed & emerging market strength

14

CATEGORY-FOCUSED ORGANISATION TO ACCELERATE GROWTH
Beauty &<br><br>Wellbeing Personal Care Home Care Foods* Ice Cream
Hair Care<br><br>Prestige Beauty<br><br>Skin Care<br><br>Wellbeing Deodorants<br><br>Oral Care<br><br>Skin Cleansing Fabric Cleaning<br><br>Fabric Enhancers<br><br>Home & Hygiene Condiments<br><br>Cooking Aids &<br><br>Mini-Meals<br><br>Unilever Food<br><br>Solutions Ice Cream
€13.2bn €13.6bn €12.3bn €13.4bn €8.3bn

We are a global consumer goods business with strong fundamentals and

differentiated capabilities.

€60.8bn
Turnover in 2024

58%

| GLOBAL FOOTPRINT<br><br>& REACH | | --- || We have around 400 brands meeting consumers’ daily needs, from household<br><br>necessities to premium indulgences. | | | --- | --- | | High household penetration | Marketing powerhouse |

people use our

products every

day

3.4bn

investment

in our brands

and marketing

€9.4bn

| ICONIC PORTFOLIO<br><br>OF BRANDS | | --- || POWERED BY STRONG FUNDAMENTALS AND CAPABILITIES | | --- |

At a glance_Foods mini image.jpg

At a glance_Ice_ mini image.jpg

190

countries where our

products are sold

of Group turnover in

emerging markets

At a glance_Beauty mini image_NEW.jpg

At a glance_Home Care mini image.jpg

PC_Dove Serum image_small V2.jpg

* Formerly known as Nutrition

At a glance_curved boxes_V2pg2.jpg

Unilever Annual Report on Form 20-F 2024 3
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- ABOUT UNILEVER
---
Our 5,000+ R&D experts are developing innovations to drive unmissable superiority.
--- ---
Investment in R&D Fragrance expertise We are building a lean and agile supply chain powered by advancements in technology, data and<br><br>AI.
--- ---
Resilience and cost efficiency Digitally connected logistics Our people work in factories, offices, distribution warehouses,<br><br>R&D centres and customer-facing roles across 100+ countries.
--- ---
Highly engaged Employee pride

40

We have a more focused, urgent and systemic sustainability agenda, supported by 15 short-<br><br>and medium-term goals.
Decarbonising our operations Helping small retailers grow ENGAGED<br><br>TALENT BASE
---

global operational hubs

driving efficiencies across our

full value chain

customer orders fulfilled

annually

7

24m

DIGITAL &<br><br>TECHNOLOGY-<br><br>ENABLED<br><br>OPERATIONS

spend on R&D

planned multi-year

investment to build

in-house fragrance

capability

€987m

€100m

SUPERIOR<br><br>SCIENCE<br><br>& TECHNOLOGY

absolute reduction

in Scope 1 and 2

greenhouse gas

emissions since 2015

SMEs in retail value

chain using our digital

platforms to help grow

their businesses

72%

| FOCUSED<br><br>SUSTAINABILITY<br><br>AGENDA | | --- || CREATING VALUE FOR OUR STAKEHOLDERS | | | --- | --- | | Our business model leverages our organisational structure, deep operational<br><br>know-how and industry-leading expertise to create value. | | | ■Shareholders<br><br>■Our People<br><br>■Consumers | ■Customers<br><br>■Suppliers & Business Partners<br><br>■Planet & Society | | All numbers mentioned on pages 2 and 3 are for 2024 reporting period. | |

87%

of our employees feel proud to

work for Unilever*

79%

engagement score

in our employee survey*

311

2.58m

*Based on 2024 UniVoice survey.

Growth Action Plan 2030_part1.jpg

4 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- ABOUT UNILEVER
---
Our Strategy: Growth Action Plan 2030

VALUE CREATION GOAL

FOCUS

ACCELERATE

30 POWER BRANDS

24 TOP MARKETS

SCIENCE & TECHNOLOGY

LEAN AGILE SUPPLY CHAIN

NET PRODUCTIVITY

SCALED ARTIFICIAL

INTELLIGENCE

UNMISSABLY SUPERIOR BRANDS

SOCIAL-FIRST DEMAND GENERATION

MULTI-YEAR SCALABLE INNOVATIONS

PREMIUMISATION

GROWTH CHANNELS

EXCEL

Climate

Towards net zero

emissions

Nature

Resilient and regenerative

ecosystems

Plastics

Work to end

plastic waste

Livelihoods

Enhanced livelihoods for

people in our value chain

Values

Pioneering, Respect

Integrity, Responsibility

People

Best talent, Inclusive leaders,

Truly diverse, Most engaged

Behaviours

Care deeply, Focus on what counts,

Stay three steps ahead,

Deliver with excellence

OUR PURPOSE

OUR GOAL

OUR STRATEGY

SUSTAINABILITY

OUR CULTURE

We are taking the next step to transform Unilever into a faster, simpler, more

competitive, best-in-class performing business.

Excel in five demand

creation drivers that make

our brands superior

Focus on the areas of

the business with the

biggest returns

Accelerate critical

capabilities that

keep us ahead in a

fast-changing world

Our ambition is to deliver:

Absolute profit growth in line with top-third total shareholder return ambition

Best-in-class performance with market-making, unmissably superior brands

Growth Action Plan 2030_part2NEW_GEM.jpg

Unilever Annual Report on Form 20-F 2024 5
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- ABOUT UNILEVER
---

30 POWER BRANDS

24 TOP MARKETS

Driving majority of turnover (>75%) through our unmissably superior Power Brands.

Rigorous focus on our top 24 markets under eight geographies, representing around 85% of our turnover.*

UNMISSABLE BRAND SUPERIORITY

Excelling in consumer preferences for

product, proposition, packaging, place,

promotion and pricing.

SOCIAL-FIRST DEMAND GENERATION

Embedding our brands into culture with

data-driven insights to create resonance,

engagement and conversion.

MULTI-YEAR SCALABLE

INNOVATIONS

Harnessing science, technology

and consumer insights

to fuel scalable market-

making innovations.

PREMIUMISATION

Premiumising our brands and

portfolio through exceptional

innovation, packaging

and marketing.

GROWTH CHANNELS

Investing in digital and specialist

channels, while strengthening

our execution in modern and

traditional retail.

SCIENCE & TECHNOLOGY

Advancing cutting-edge science and technology to

win in microbiome, biotechnology and next-

generation materials.

LEAN AGILE SUPPLY CHAIN

Optimising our supply chain, ensuring it meets

the needs of every part of our portfolio and

sales channels.

NET PRODUCTIVITY

Delivering operational excellence through advanced

automation and streamlined efficiency.

SCALED ARTIFICIAL INTELLIGENCE

Using AI to drive demand creation, net productivity

and resilience across our business.

ACCELERATE

EXCEL

FOCUS

NORTH AMERICA INDIA EUROPE NORTH ASIA GREATER ASIA PTAB
United States India United Kingdom China Korea Pakistan
Canada Netherlands Japan Turkey
LATIN AMERICA Belgium INDONESIA Philippines Arabia
Brazil Germany Indonesia Thailand Bangladesh
Argentina Italy Vietnam
Mexico France
Poland *The remaining Unilever markets, representing 15% of turnover, are organised under ’One Unilever’ (1UL) and consist of lean-resourced,    small- to mid-sized<br><br>markets managing their own P&L.
---
6 Unilever Annual Report on Form 20-F 2024
--- ---
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- REVIEW OF THE YEAR
---
Chair’s statement

People intro image holders Ian Gov.jpg

Critically, our task now is<br><br>to accelerate the execution of<br><br>the GAP 2030 to ensure we<br><br>deliver improvements on a<br><br>consistent basis over many<br><br>years.
Ian Meakins<br><br>Chair

INTRODUCTION

Looking back on my first full year as Chair of Unilever, I believe we

have made decent progress under our Growth Action Plan, or GAP.

However, it is only a start and we have a long way yet to go. We fully

appreciate that we must deliver year in, year

out to become best-in-class – that is our ambition. To achieve great

results consistently, we need to accelerate the execution of our plans

significantly.

It was for that reason the Board decided to appoint Fernando

Fernandez as Chief Executive Officer, from 1 March 2025. Fernando

was Chief Financial Officer and over a period of decades, has

developed some of Unilever’s fastest-growing businesses, such as

Beauty & Wellbeing, and some of its best-performing markets including

Latin America. His success has been based on consistently building

brand equities and on ensuring the in-market execution of plans was

best-in-class. He has also developed some of Unilever’s most talented

leaders. Further, he has shown in the last 15 months as CFO that he

can perform extremely well at a PLC level, displaying great leadership

in support of the business and in helping to drive the results delivered

in 2024. The Board has been impressed by his decisive, results-

oriented approach and is confident in his ability to lead and develop a

high-performing management team, realise the benefits of the GAP,

with urgency, and deliver the shareholder value that the company’s

potential demands.

Fernando succeeds Hein Schumacher, who will leave the company on

31 May 2025 after an orderly transition. Hein and the leadership team

have reset the company’s strategy, brought focus and discipline to our

operations and delivered decent financial progress. In addition to the

GAP, we are well into a significant productivity programme and the

separation of Ice Cream, both of which are fully on track. We are grateful

to Hein for his leadership and wish him the very best for the future.

Consequent to these changes, Srinivas Phatak, previously Deputy

Chief Financial Officer and Group Controller, was appointed Acting

CFO from 1 March 2025. Srinivas’ leadership qualities and deep

experience of the business – including a successful term as CFO of

Hindustan Unilever – will serve him well in partnering Fernando. A

thorough internal and external search process is underway to appoint a

permanent CFO.

Despite the progress in 2024, we are very conscious that we are at an

early stage in the transformation of Unilever. There is more to do as we

restore confidence in the company and improve our overall market

shares. We see this reflected in the Unilever share price, which –

despite being up over the last year – is still only at the level seen five

years ago. Clearly, this is very disappointing and we fully understand

that we have a long way to go.

RESULTS AND PERFORMANCE

In 2024, turnover was up 1.9%, to €60.8 billion, despite adverse

impacts from currency and some portfolio rationalisation. The Group

delivered underlying sales growth of 4.2%. Importantly, this was

volume-driven across all Business Groups, with underlying volume

growth of 2.9%, driven by our Power Brands.

Operating profit was €9.4 billion, and €11.2 billion on an underlying

basis, stripping out the effects of disposals and higher restructuring

costs. Gross margin rose substantially in 2024 as a result of volume

leverage, pricing activity and higher savings delivery. Cash flow from

operating activities increased by €0.6 billion compared to the prior year

and free cash flow delivery was strong at €6.9 billion. Underlying

earnings per share (EPS) grew 14.7%, to €2.98, the first substantial

increase since 2019. On a diluted basis, EPS was €2.29, reflecting the

impact of disposals and higher restructuring costs as a result of

accelerating the productivity programme.

In 2024, we returned €5.8 billion to shareholders through dividends

and share buybacks, having completed a €1.5 billion buyback

programme during the year. With our full-year results, we announced a

further share buyback programme of up to €1.5 billion to be completed

during the first half of 2025.

STRATEGY

Building on the progress made in 2024, we have unveiled a refreshed

purpose and a new set of strategic priorities for Unilever. The GAP

2030 puts the consumer at the heart of our plans and sets out what we

believe we can achieve by 2030.

With the separation of Ice Cream, the business will in future be based

around four similarly sized Business Groups, all enjoying leading

market positions. The GAP 2030 has been designed to

Unilever Annual Report on Form 20-F 2024 7
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--- --- --- --- REVIEW OF THE YEAR
---

ensure we take better advantage of these positions. Brands will be

prioritised according to their ability to grow their categories and gain

share. This will be done by focusing on fewer, bigger, more scalable

innovations, and through the continued rapid roll-out globally of the

Unmissable Brand Superiority (UBS) framework, which allows us to

address elements of underperformance quickly and holistically across

six areas of consumer preference: product, price, packaging,

proposition, promotion and place.

The choices we made and implemented in 2024 have put our portfolio

in good shape for the future. The planned separation of Ice Cream, the

sale of the Russian business, and the disposals of Elida Beauty,

Truliva and Pureit mean we can focus on our four excellent Business

Groups, where there is great growth potential. Although this is mainly

organic, it will also come from selected bolt-on acquisitions, like K18,

to ensure the portfolio is well set up for the long term.

The Board fully supports the GAP 2030 and believes we have the right

plans, resources and expertise in place. The critical challenge for

Fernando and the Unilever Leadership Executive is to execute the

programme as rapidly as possible and to do so globally at scale.

Rebuilding our brand equities through the accelerated execution of

UBS and better consumer- and customer-focused plans will deliver

faster organic growth and enable us to reclaim lost market share.

SEPARATION OF ICE CREAM

The separation of the Ice Cream business is on track. Following a

thorough review by the Board of the separation options – focused on

maximising shareholder value, setting the Ice Cream business up for

success and execution certainty – we have announced that the

business will be separated by way of demerger, with listings in

Amsterdam, London and New York, the same three exchanges on

which Unilever PLC shares are traded. The business will be

incorporated in the Netherlands and headquartered, as now, in

Amsterdam. We are delighted that Jean-François van Boxmeer, a

highly regarded and experienced business figure, has agreed to

become Chair of the business.

NON-EXECUTIVE DIRECTORS AND GOVERNANCE

As part of our commitment to comply with corporate governance

standards, we keep the composition of the Board under regular review.

In 2024, we were delighted to welcome Judith McKenna. As a former

President and CEO of Walmart International, Judith brings a wealth of

relevant experience, which is already being put to good effect,

including as a member of the Compensation Committee and Corporate

Responsibility Committee (CRC).

The composition of the Board was further strengthened with two

appointments in early 2025. Benoît Potier joined the Board on 1

January and will sit as a member of the Audit Committee and CRC.

Benoît has an excellent track record of success in global business,

including as Chair – and previously CEO – of Air Liquide. Zoe

Yujnovich joined the Board on 1 March and will sit on the Nominating

and Corporate Governance Committee and the CRC. Zoe currently

serves as Shell’s Integrated Gas and Upstream Director and has

delivered strong performance. Her previous roles include President

and CEO of the Iron Ore Company of Canada at Rio Tinto. I am

delighted to welcome Benoît and Zoe to the Board.

After seven years as a Non-Executive Director, Andrea Jung

has decided not to stand for re-election at the 2025 AGM. On behalf of

the Board, I want to thank Andrea for her significant contribution over

that time.

It is important that Non-Executive Directors continuously develop their

knowledge of the business. That includes engaging regularly with the

company’s workforce and other stakeholders. In addition to the six

planned Board meetings in 2024, Non-Executives took part in six

dedicated workforce engagement events, covering a wide range of

topics and with colleagues from all levels of the business.

Individual directors also took part in a number of site visits, including to

our businesses in the US, China, South Africa and New Zealand. As

part of my own programme of engagement, I was pleased to visit one

of our most strategically important operations, Hindustan Unilever

(HUL), discussing ways in which to keep HUL at the forefront of its

markets. It is clear we have an excellent business in India, built over

many decades, and that the team is working very hard to achieve their

growth ambitions.

Tackling climate change is an important priority for the Group. It is also

one of our four big sustainability platforms, alongside Nature, Plastics

and Livelihoods, as set out in the GAP 2030. At last year’s AGM, we

were pleased to receive the overwhelming support of shareholders for

our latest Climate Transition Action Plan (CTAP). This comprehensive

approach to addressing the effects of climate change within our sphere

of business includes more ambitious Scope 3 targets, a continued

emphasis on absolute emission reductions rather than offsetting, and a

shift of focus to the specific Scope 3 emissions we can most influence.

We plan to deliver these commitments by embedding CTAP across the

business. We know that executing our sustainability agenda is part of

what will make Unilever a stronger and more resilient business over the

long term.

SUMMARY

Our whole team is working hard to bring about a step-change in

Unilever’s performance. To that end, we can point to some decent

signs of progress in 2024, as reflected in the company’s full-year

results. Critically, our task now under Fernando’s leadership is to find

ways to accelerate the execution of the GAP 2030 and to ensure we

deliver improvements on a consistent basis over many years. The

Board and management of the company are all fully focused on this

imperative.

My view of our company and the huge opportunities open to us has

been strongly reinforced during my first full year as Chair. It has been a

pleasure to meet and work alongside many of our teams and to visit

some of the company’s operations. I know that all our colleagues share

my, and the Board’s, desire to see the company unlock its full potential.

Finally, I want to thank everyone for their hard work and good delivery

in 2024.

Ian Meakins

Chair

8 Unilever Annual Report on Form 20-F 2024
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Chief Executive Officer’s statement

People intro image holders Ian Gov2.jpg

We have stepped up our<br><br>operational performance,<br><br>sharpened our portfolio,<br><br>and are in the process<br><br>of delivering a stronger,<br><br>more productive<br><br>organisational model.
Fernando Fernandez<br><br>Chief Executive Officer

OVERVIEW

We made solid progress in 2024 as we accelerated the execution of

our Growth Action Plan across the company. As an operational

response to the challenges Unilever has faced over recent years, the

GAP has gone a long way in helping to improve the quality of our top-

and bottom-line performance. However, there is a lot still to do.

Winning market share across the markets in which we operate remains

a key priority for us in 2025.

One of the principles underpinning the GAP has been the need for

Unilever to do fewer things, better, with greater impact. This thinking

lay behind two other important and related decisions in the early part of

2024.

First, the announcement to separate Ice Cream by the end of 2025.

When successfully completed, this will leave us with a stronger, more

focused portfolio, built around four Business Groups with

complementary operating models and attractive prospects: Beauty &

Wellbeing, Personal Care, Home Care and Foods. In turn, the

separation will give Ice Cream greater flexibility to deploy its distinctive

operating model in a way that drives growth. We are on track with the

separation, having recently announced the name of the Chair-

Designate of the company, Jean-François van Boxmeer, as well as

details of the listing structure.

Second, we are making Unilever a leaner, more efficient and more

accountable organisation by executing a company-wide productivity

drive. The programme is already well advanced and is being

implemented at pace, but also with care for the 7,500 mostly office-

based colleagues whose roles are impacted. The programme is

targeted to deliver €800 million of savings, more than offsetting the

estimated operational

dis-synergies from the separation of Ice Cream.

Together, these are significant developments which align closely with

our GAP objective to free up financial and management resources to

put behind Unilever’s biggest brands and strongest growth

opportunities. These measures were introduced under the leadership

of my predecessor as CEO, Hein Schumacher, who I was very pleased

to partner with as CFO. I want to thank Hein for his values-led

leadership and for the strong performance focus he brought to the

business, the benefits of which were evident in our results for 2024.

RESULTS AND PERFORMANCE 2024

In launching the GAP towards the end of 2023, we made clear that

rebuilding our brand equities and accelerating consumer demand were

needed to deliver our objectives of volume-led growth, gross margin

expansion and improved competitiveness.

We made progress against these objectives in 2024. Underlying sales

grew 4.2% (turnover growth of 1.9% to

€60.8 billion), driven by 2.9% volume growth, while price growth

moderated to 1.3% on the back of lower commodity costs.

Our 30 Power Brands are key to our plans and they delivered strong

underlying sales growth of 5.3%. This was supported by a focus on

fewer, bigger, science-backed innovations, like Dove’s Advanced Care

Deodorant, Persil’s Wonder Wash for short cycles, Liquid I.V.’s Sugar-

Free variant and Comfort’s Botanicals range.

Underlying sales growth was broad-based across the Business Groups

with each delivering positive volumes for the year. Beauty & Wellbeing

delivered a particularly strong, volume-led performance. Operational

interventions in Ice Cream led to an improved performance in 2024.

Growth was also driven across both our developed and emerging

market businesses, with North America, our biggest region, continuing

to deliver a strong and resilient performance. Our focused innovation

plan for Europe, another hard-currency market, resulted in a broad-

based

step-up in volume growth. However, we faced challenges in a few

emerging markets. Some of these relate to economic conditions and

market slowdowns, such as in China, but where we are confident of

our prospects and where our business remains competitive. However,

the challenges in Indonesia, Unilever’s sixth-largest market, are long-

standing and go deeper, requiring a resetting of the business, which

we are implementing with speed and resolve.

We also made good bottom-line progress in 2024. Operating profit was

€9.4 billion, resulting in an operating margin of 15.5%. This included

non-underlying charges, primarily a loss on disposals and higher

restructuring costs as a result of accelerating our productivity

programme. Underlying operating profit increased 12.6% versus 2023,

to €11.2 billion, giving an underlying operating margin of 18.4%.

The improvement in profitability was fuelled by gross margin

expansion, which rose 280 basis points to 45% on the back of our

GAP-related net productivity intervention. Importantly, this allowed us

to increase brand and marketing investment by €0.9 billion, to 15.5% of

Group turnover, the highest investment ratio for a decade.

Although we saw sequential improvements in the second half of 2024

in our turnover-weighted market share movement, we still have work to

do to improve our overall competitiveness and turn our market shares

consistently positive.

Unilever Annual Report on Form 20-F 2024 9
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THE GROWTH ACTION PLAN 2030

The operational improvements under the GAP have provided the

clarity – and given us the confidence – to look further ahead. Last year,

we set out a new, longer-term strategy for Unilever – our Growth Action

Plan 2030 (GAP 2030).

It begins with a re-expression of the kind of company we want to be.

By anchoring our purpose around the aspirations of our consumers,

'Brighten everyday life for all' draws on our rich heritage, reminding us

that Unilever is at its best when it stands at the forefront of change,

whether in building brands, shaping categories or making markets.

Putting the consumer front and centre like this is a vital precondition in

meeting our business goal of delivering

best-in-class performance with what we term, unmissably superior

brands. This, ultimately, is the route to providing total shareholder

returns in the top third of our peer group.

Strategy is all about making choices, and under the GAP 2030 (see

page 5), we have distilled these under three key pillars.

First, to focus our efforts and resources on where we can generate the

highest levels of sustained, profitable growth. Hence, while we expect

– and will support – all parts of the business to grow, we will give

financial and organisational priority to the 30 Power Brands and top 24

markets that make up more than 75% and around 85% of Group

turnover, respectively.

Second, to excel in five consumer-facing areas that we have identified

as critical in generating demand for our brands. These are: ensuring

our brands go from 70% to 80% superiority under our new, rigorous,

Unmissable Brand Superiority framework; that our marketing leads the

way when it comes to social-first consumer engagement; that our top

12 innovations are more scalable, each capable of becoming a €100

million-plus platform on a multi-year basis; that we go from under-

indexed to over-indexed in the fast-growing premium segment of the

market; and that our brands are more present in specialty health and

beauty stores, digital commerce and other rapidly expanding retail

channels.

Third, to accelerate the critical capabilities needed to stay ahead in

such a highly dynamic and fast-moving environment. This includes, for

example, being at the forefront of those scientific and technological

developments of most relevance to our brands and categories, such as

microbiome and biotechnology. It also means harnessing the

transformative power of Artificial Intelligence, which we are doing with

sizeable investments across six key technology platforms, covering

both the demand creation and the productivity and savings sides of our

business.

These strategic choices rest on two key platforms – sustainability and

a winning culture – that help define the Unilever we want to be.

Our sustainability agenda is focused on those areas of greatest

relevance to the business, but also where we can use our scale and

influence to have the most positive impact: Climate, Nature, Plastics

and Livelihoods. In order to accelerate action, each area is

underpinned by a number of stretching near- and medium-term targets.

The greater focus and energy we are bringing to the delivery of our

sustainability priorities led to some encouraging progress in 2024. You

can read more about this on pages 36 to 37.

As with sustainability, Unilever has built an enviable reputation for its

robust culture, founded on strong values and admired workplace

practices. This was reaffirmed last year when we were named FMCG

employer of choice for graduates and early career talent in nine of our

biggest markets, including India and China.

Under the GAP 2030, we intend to build on these qualities – and

on our outstanding levels of talent – by developing a winning culture.

This will be done through a series of behavioural shifts and by

implementing a reward framework more closely linked to – and

incentivised around – differentiated business performance. For more

information on how we are going about building a winning culture, see

pages 34 to 35.

LOOKING AHEAD

We know that we have a big agenda in front of us if we are to realise

our ambition of making Unilever a best-in-class performer, capable of

delivering consistent, high-quality growth and competitive returns for

shareholders and other stakeholders.

However, we can take encouragement from the progress we have

made so far. We have stepped up our operational performance,

sharpened our portfolio, and we are in the process of delivering a

stronger, more productive organisational model. Moreover, we are

displaying a new willingness to confront operational challenges and

underperformance with swift and decisive action. The big challenge for

us now is to accelerate delivery of our GAP 2030 strategy, globally and

at scale. All Unilever Leadership Executive members are focused on

this task to ensure we meet our commitments.

In 2025, we expect underlying sales growth to be within our multi-year

range of 3–5%, with a more balanced contribution of volume and price

and a modest improvement in underlying operating margin.

Finally, 2024 was a year of significant change for our business. I want

to commend the whole Unilever team for staying focused on

implementing these changes while simultaneously delivering a step-up

in the Group’s results. Thanks to their hard work and incredible

commitment, we are steadily laying the foundations for a simpler,

stronger, consistently high-performing Unilever.

Fernando Fernandez

Chief Executive Officer

GFR_divider LEFT hand_ Rexona_with bleed_V3_97%.jpg

10 Unilever Annual Report on Form 20-F 2024
REVIEW OF THE YEAR
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Unilever Group Financial Review

Improved performance, led by volume growth and gross margin

expansion, with progress towards our aim of delivering profit

growth in line with our top-third total shareholder return ambition.

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Unilever Annual Report on Form 20-F 2024 11
PERFORMANCE HIGHLIGHTS
--- ---
Turnover in 2024
60.8bn
2023: 59.6bn
Turnover growth
2024
2023
2022
Underlying sales growth
UPG
2024 1.3%
2023 6.8%
2022 11.3%
Operating margin
2024
2023
2022
Underlying operating margin
2024
2023
2022

All values are in Euros.

14

26

0%

-0.8%

1.9%

14.5%

0%

4.2%

7.0%

9.0%

164

15.5%

16.4%

17.9%

212

18.4%

16.7%

16.1%

Pages 11 to 32 use GAAP and non-GAAP measures to explain the performance of our business. See

pages 41 to 47 for further information.

12 Unilever Annual Report on Form 20-F 2024
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--- --- --- --- REVIEW OF THE YEAR
---
Group Financial Review

Group Financials holders.jpg

HIGHLIGHTS
■Turnover increased 1.9% to €60.8 billion.<br><br>■Underlying sales growth of 4.2%, led by 2.9% volume growth with positive volumes in all<br><br>Business Groups. Power Brands leading growth with 5.3% USG.<br><br>■Gross margin up 280bps to 45.0% fuelling brand investment of 15.5% of turnover.<br><br>■Underlying operating profit of €11.2 billion, up 12.6% with operating profit of €9.4 billion.<br><br>■Cash conversion of 106% with free cash flow of €6.9 billion.<br><br>■Underlying earnings per share increased 14.7%; diluted EPS decreased 10.6%.

YEAR IN SUMMARY

Under the Growth Action Plan (GAP) launched in 2023, we committed to

doing fewer things, better, and with greater impact. With this focus, in

2024, we delivered improved performance with volume growth and

gross margin expansion. We generated turnover of €60.8 billion,

operating profit of €9.4 billion, net profit of €6.4 billion and free cash flow

of €6.9 billion during the year.

GROWTH

Turnover was up 1.9% versus the prior year. Underlying sales growth

contributed 4.2%, which more than offset the (0.7)% impact from currency

and (1.5)% from disposals net of acquisitions.

The underlying sales growth of 4.2% comprised 2.9% volume and

1.3% price. We delivered four consecutive quarters of underlying

volume growth above 2%, with all Business Groups driving positive

volume growth for the year. As expected, underlying price growth

moderated versus the prior year.

Power Brands contributed more than 75% of turnover and performed

strongly with 5.3% underlying sales growth, driven by volume growth of

3.8%. The rest of the business also delivered improved volumes, with

volume growth of 0.7% in the second half, up from (1.6)% in the first half of

2024.

Our turnover-weighted market share movement,(a) which measures

our competitive performance on a rolling 12-month basis, sequentially

improved in the second half, reflecting the increasing benefits from the

GAP.

Beauty & Wellbeing grew underlying sales by 6.5%, with volume growth of

5.1%, driven by strong growth across its Power Brands. Personal Care grew

5.2%, with 3.1% volume growth, driven by strong, innovation-led sales

growth of Deodorants. Home Care underlying sales increased 2.9%, with

4.0% volume growth more than offsetting the price decline linked to

commodity cost deflation. Foods grew underlying sales 2.6%, with muted

volume growth of 0.2% amid a market slowdown and moderating prices. Ice

Cream grew 3.7%, with a return to positive volume growth of 1.6%.

Developed markets, which represented 42% of 2024 Group turnover,

(a)Turnover-weighted market share movement: global aggregate of Unilever value market

share changes, weighted by the turnover of the category-country combinations.

grew underlying sales 4.4%. Underlying volume growth of 3.3%

reflected a strong performance in North America, led by Beauty &

Wellbeing, and a big improvement in Europe, driven by Home Care

and Personal Care. Underlying price growth was 1.1%, which, as

expected, was lower than the prior year.

Emerging markets which represented 58% of 2024 Group turnover, grew

underlying sales 4.1%, with 2.5% from volume and 1.5% from price. India

grew 1.8% with 2.4% underlying volume growth. Tonnage volume grew

mid-single digit, which was partially offset by adverse mix due to the strong

growth in Home Care. The business continued to increase market share

during a period of modest market growth. Latin America grew 6.0% with

positive volume growth across Brazil, Mexico and Argentina. Growth

slowed in the second half, reflecting a deterioration of economic conditions

in the region. Africa and Turkey delivered double-digit growth with positive

volumes and price in each quarter.

MARGIN

Operating profit of €9.4 billion decreased 3.7% versus the prior year.

This reduction was driven by higher non-underlying charges, most

notably a net loss on disposals of €0.4 billion and higher restructuring

costs of €0.9 billion as a result of accelerating the productivity

programme.

Underlying operating profit was €11.2 billion, up 12.6% versus the prior

year. Underlying operating margin increased 170bps to 18.4%.

We expanded gross margin to 45.0%, the highest it has been in a

decade. Our gross margin improvement in 2024 reflects positive

contributions from volume leverage, mix and net productivity gains in

material, production and logistics costs. It was also helped by input

cost deflation in the first half, which turned into slight inflation in the

second half. Continuing to improve gross margin remains a key focus

for the business.

Improved gross margin fuelled further increases in brand and marketing

investment behind a strong and focused innovation programme.

Investment was up to 15.5% of turnover, an increase of €0.9 billion.

Overheads reduced by 0.1% as a percentage of turnover, as a result of

tighter cost control and savings in the second half from the productivity

programme, offset by inflation.

CASH, CAPITAL ALLOCATION AND EARNINGS

We delivered strong cash conversion of 106%. Free cash flow was

€6.9 billion versus €7.1 billion in 2023. The prior-year comparator

included a €0.4 billion tax refund received in India and a significant

working capital improvement of €0.8 billion.

Unilever Annual Report on Form 20-F 2024 13
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Diluted earnings per share of €2.29 decreased by 10.6% versus 2023

due to loss on disposals and accelerated productivity programme

spend. Underlying earnings per share increased 14.7% to €2.98,

including (0.7)% of adverse currency. Constant underlying earnings per

share increased by 15.4%, reflecting a strong operational performance.

The reduction in the average number of shares as a result of the share

buyback programme contributed 1.0%.

Underlying return on invested capital improved 190bps to 18.1%

(2023: 16.2%). This reflected strong underlying operating profit growth

driven by turnover growth and underlying operating margin expansion,

while average invested capital in 2024 was up €0.5 billion versus the

prior year. Reported return on invested capital decreased by 1.8% to

14.5%, driven by a decrease in operating profit from higher non-

underlying charges, including the loss on disposals and accelerated

productivity programme spend.

In 2024, we returned €5.8 billion to shareholders through dividends

and share buybacks. We completed the €1.5 billion share buyback

programme in September. The Q4 2024 dividend was up 6.1%

compared to Q4 2023, and reflecting the Group’s continued strong

cash generation, we announced a share buyback programme of €1.5

billion to be conducted during 2025.

PORTFOLIO RESHAPING

We continue to reshape our portfolio, allocating capital to premium

segments through bolt-on acquisitions and divesting lower-growth

businesses. In February, we acquired K18, a premium biotech hair

care brand.

Gf-Our Value creation chart bg.jpg

GROWTH

ALGORITHM

CASH

GENERATION

CAPITAL

ALLOCATION

*Calculated as dividend per share/underlying earnings per share.

Our medium-term value creation framework after the separation of Ice Cream is aimed at delivering absolute profit growth in

line with our top-third total shareholder return ambition, and is anchored in delivering against the framework set out below.

OUR 2024 RESULTS AGAINST THIS FRAMEWORK ARE:

OUR VALUE CREATION PLAN

Mid-single-digit<br><br>growth (USG) Modest margin<br><br>improvement (UOM) Top-third<br><br>shareholder<br><br>returns
UVG of at least 2% Fuelled by gross margin
2024 2024
'4.2% (2.9% UVG) '18.4% (+170bps) Cash conversion<br><br>Sustain around 100%<br><br>cash conversion over time Debt<br><br>Around 2x net debt/EBITDA<br><br>Strong single A credit ratings Underlying ROIC<br><br>High-teens ROIC
--- --- ---
2024 2024 2024

1.9

net debt/EBITDA

Growth productivity Portfolio reshaping<br><br>Bolt-on M&A focused on US & India No<br><br>transformational M&A Capital returns<br><br>Attractive dividend (~60% payout)<br><br>Share buyback with surplus cash
2024 2024 2024
5 transactions completed<br><br>(5 transactions announced)

15.5%

BMI (+120bps)

106%

free cash flow

€6.9bn

cash conversion

We completed several disposals during the year. These included Elida

Beauty, our stake in Qinyuan Group (known as ’Truliva’), a water

purification business in China, and Pureit, a water purification business

in Asia and Mexico. In October, we completed the sale of our Russian

subsidiary to Arnest Group. The sale included all of Unilever’s business

in Russia and its four factories, as well as our business in Belarus. In

addition, we announced several disposals that we expect to complete

during 2025, including the sale of the Foods’ brands Unox, Conimex

and Zwan, as well as the disposal of our laundry business in Central

America.

As part of efforts to evolve our Beauty & Wellbeing portfolio,

in January 2025 Hindustan Unilever Limited announced it has signed

an agreement to acquire the premium actives-led beauty brand

Minimalist, as we continue to evolve our Beauty & Wellbeing portfolio

towards higher growth and demand spaces in India.

LOOKING FORWARD

Our new organisation structure went live on 1 January 2025. This

enables the Business Groups to be driven by 30 Power Brands and to

operate across 24 Business Group-led markets, which represent

approximately 85% of Group turnover. The remaining smaller markets

are now run on a ’One Unilever’ basis to benefit from scale and

simplicity, further enhancing our portfolio prioritisation and focus.

Our financial ambition is to deliver absolute profit growth in line with our

'18.1%

(+190bps)

59%

dividend payout*

€1.5bn

share buyback

top-third shareholder return ambition. We will achieve this through our

value creation model, which aims for over 2% volume growth and we will

invest consistently to achieve this goal. This will be enabled by

continuing to expand gross margins, leading to a modest increase in

operating margins.

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14 Unilever Annual Report on Form 20-F 2024
REVIEW OF THE YEAR
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Beauty & Wellbeing

We have a global portfolio of Hair Care, Skin Care, Prestige

Beauty and Wellbeing Power Brands, committed to offering

premium products and experiences.

Day09_16_SF- Liquid IV_RIGHT_ amend bgNEW.jpg

Unilever Annual Report on Form 20-F 2024 15
PERFORMANCE HIGHLIGHTS
--- ---
Turnover in 2024
13.2bn
2023: 12.5bn
Turnover growth
2024
2023
2022
Underlying sales growth
UPG
2024 1.3%
2023 3.8%
2022 7.5%
Operating margin
2024
2023
2022
Underlying operating margin
2024
2023
2022

All values are in Euros.

14

5.5%

1.8%

20.8%

78

6.5%

8.3%

7.8%

0%

0%

166

15.0%

17.7%

17.6%

214

19.4%

18.7%

18.7%

Pages 11 to 32 use GAAP and non-GAAP measures to explain the performance of our business. See

pages 41 to 47 for further information.

16 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- REVIEW OF THE YEAR
---
Driving purpose, science, desire

People intro image holders Ian Gov5.jpg

HIGHLIGHTS
■Prestige Beauty and Wellbeing grew<br><br>double-digit, now accounting for<br><br>approximately 30% of turnover.<br><br>■Liquid I.V. increased sales by 20%<br><br>and scaled into new markets.<br><br>■Stepped up investment in a social-first<br><br>marketing approach across core brands.

ABOUT BEAUTY & WELLBEING

In 2024, our business contributed 22% to Unilever’s turnover. We

are global leaders in Hair Care and hold a strong position in Skin

Care, with Power Brands such as Dove, Vaseline, POND’s, Clear,

TRESemmé and Sunsilk. Our Prestige Beauty and Wellbeing

businesses, which represent approximately 30% of our turnover,

include Liquid I.V., Paula’s Choice, Dermalogica and Nutrafol.

Geographically, emerging markets contribute to 59% of

our business turnover, with developed markets accounting for

41%.

OUR PERFORMANCE IN 2024

In 2024, we delivered a strong full-year performance, with turnover

of €13 billion, up 5.5% from 2023. Underlying sales grew by 6.5%,

driven by a 5.1% increase in volume and a 1.3% rise in price, despite

unfavourable currency fluctuations of (0.6%) and impacts from

acquisitions and disposals (0.3%). Growth was broad-based, with

strong performances from our Power Brands, reflecting the ongoing

premiumisation of our core Hair Care and Skin Care portfolios, as well

as the continued strength of our Prestige Beauty and Wellbeing

businesses.

Hair Care grew mid-single digit, driven by balanced volume and price

growth, with Sunsilk, Dove, TRESemmé and Clear all contributing.

Skin Care also saw mid-single-digit growth, led by low-single-digit

volume and positive pricing, with Vaseline, Dove and POND’s

performing well.

Our Wellbeing business, previously referred to as Health & Wellbeing,

saw double-digit growth led by Liquid I.V., Nutrafol and Olly. Liquid I.V.

performed particularly well, increasing sales by 20% and launching in

seven new markets.

Prestige Beauty grew mid-single digit. Hourglass and Tatcha achieved

double-digit growth, while other brands, including Paula’s Choice

delivered low-single digit, primarily due to the slowdown in the

premium US beauty market. During the year, we completed the

acquisition of K18, a premium biotech hair care brand, which grew

double-digit and will be included in our financial reporting from

February 2025.

Operating profit was €2.0 billion, down 11% from 2023. Underlying

operating profit increased by 9.4% to €2.6 billion, due to non-

underlying items of €0.6 billion, mainly related to acquisition and

disposal costs.

Our 2024 performance<br><br>confirms our strategy is<br><br>on track. We are driving<br><br>competitive growth through<br><br>premium innovations and<br><br>a social-first approach to<br><br>consumer engagement.
Priya Nair<br><br>President, Beauty & Wellbeing

OUR STRATEGIC PRIORITIES

Our strategy continues to be anchored in three key priorities:

premiumising our core Hair Care and Skin Care portfolios by

emphasising brand superiority; sustaining momentum in our high

growth Prestige Beauty and Wellbeing portfolios; and enhancing

operating profit through gross margin and productivity improvements.

This is all underpinned by our commitment to improving

competitiveness through innovation and a social-first approach

to consumer engagement.

Unilever Annual Report on Form 20-F 2024 17
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- REVIEW OF THE YEAR
---

MARKET-MAKING PREMIUM INNOVATIONS

We continue to leverage our cutting-edge science and technology to

elevate our portfolio, tapping into the growing consumer demand for

premium beauty and wellbeing products that offer exceptional benefit-

driven solutions.

Dove launched its first line of body serums in Brazil, Mexico and

the US this year. Developed with dermatologists, the collection

features high-potency formulas with face care-inspired ingredients

and regenerative moisture to support the skin’s natural renewal

process.

TRESemmé introduced the Lamellar Shine collection, featuring

Unilever’s patented technology that smooths and aligns hair for an

ultra-glossy finish. Launched in 18 countries, the range achieved

strong sales during Amazon Prime Day in Brazil.

Vaseline’s Gluta-Hya range, which launched in 2021, continues to be

one of our top-performing premium innovations. Now scaled to over

22 markets, the range has contributed significantly to Vaseline’s

growth in recent years. This year, we have expanded the line with

the introduction of our first-ever serum burst SPF50, which has already

been rolled out to more than six markets, with more to come in the

future.

HIGH GROWTH PORTFOLIOS

Our Prestige Beauty and Wellbeing businesses offer a portfolio of

future-fit brands that meet the growing consumer shift to premium

segments, specialised beauty stores and online channels. In the US,

70% of our sales now come from our Prestige and Wellbeing brands.

This year, we renamed our Health & Wellbeing business to ‘Wellbeing’

to better reflect our product portfolio. Liquid I.V. is our largest Wellbeing

Power Brand. Its science-backed formulation has gone from strength

to strength, disrupting the functional hydration market, which has been

amplified through a culture-first approach to experiential marketing.

Our Prestige Beauty business marked its first decade with the addition

of premium hair care brand K18. As one of the most-watched hair

care brands on TikTok, K18 combines beauty and biotechnology. Its

K18Peptide™ molecule mimics human keratin to reverse chemical

damage in all hair types, providing a quick alternative to complex hair

treatments.

SOCIAL-FIRST DEMAND GENERATION

Leveraging the digital capabilities of our acquired Prestige

and Wellbeing businesses, we have accelerated our move to a social-

first marketing approach across our core brands. We have increased

our investment in social media with the goal of delivering on-brand,

high-volume, culturally relevant and precise content across channels.

We are already seeing the benefits of this approach. For example, in

Thailand, a recent TRESemmé social-first campaign resulted in an

uplift in purchase intent and brand awareness, along with significant

cost and speed efficiencies.

DRIVING DIGITAL GROWTH

This year, we have focused on enhancing our digital commerce

presence, achieving double-digit growth through digital channels.

In the US and Europe, our Amazon business in the Prestige and

Wellbeing categories is thriving, with Liquid I.V. ranking among the

top five products sold during the most recent Amazon Prime event.

In China, we continue to see a shift from traditional digital commerce

to social media platforms like Douyin, which requires a different

approach and business model. While brands like Olly and Vaseline are

performing well on social channels, there is still work to be done to

enhance our wider portfolio and content for these types of platforms.

In India, we have begun rolling out a new online beauty route-to-

market strategy to ensure our brands are more visible. This approach

has already helped us to gain market share.

ACCELERATING IN STRATEGIC CHANNELS

AND PARTNERSHIPS

Strategic partnerships with our biggest modern retail customers

remains a critical part of our long-term growth. We now have joint

business plans with ten of our most important customers in priority

markets. In the most recent Advantage Group Survey, we were the top

ranked major Beauty & Wellbeing supplier, with over 80% of markets

surveyed in the top tier for ‘Partnerships’.

OPTIMISING OUR PORTFOLIO AND OPERATIONS

We continue to focus on gross margin by driving productivity, reducing

complexity and strengthening operational execution. Our increased

capital expenditure investment is strategically aimed at reducing supply

chain costs. For instance, in North America, we have brought the

production of Liquid I.V. in-house and streamlined our broader portfolio

by delisting 7,500 product lines, leading to significant savings.

Unilever’s planned €100 million investment in a state-of-the-art

fragrance house will boost our portfolio further by enabling our teams

to create and develop unique fragrances in-house while continuing to

collaborate with industry partners.

Dove launched its first body serums this year, featuring high-<br><br>potency formulas for visibly healthy, luminous skin.

small images_right_BW.jpg

PC_LEFT_Dove Serum divder image_with bleed .jpg

18 Unilever Annual Report on Form 20-F 2024
REVIEW OF THE YEAR
---
Personal Care

We have a global portfolio of Power Brands with science-led, superior

innovations, providing personal hygiene and body confidence to

consumers around the world.

PC_RIGHT_Dove Serum divder image_with bleed .jpg

Unilever Annual Report on Form 20-F 2024 19
PERFORMANCE HIGHLIGHTS
--- ---
Turnover in 2024
13.6bn
2023: 13.8bn
Turnover growth
2024
2023
2022
Underlying sales growth
UPG
2024 2.1%
2023 5.5%
2022 12.1%
Operating margin
2024
2023
2022
Underlying operating margin
2024
2023
2022

All values are in Euros.

14

0%

-1.5%

1.4%

15.9%

90

0%

5.2%

8.9%

7.9%

166

20.1%

21.4%

16.6%

214

22.1%

20.2%

19.6%

Pages 11 to 32 use GAAP and non-GAAP measures to explain the performance of our business. See

pages 41 to 47 for further information.

20 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- REVIEW OF THE YEAR
---
Powering up Personal Care

People intro image holders Ian Gov6.jpg

HIGHLIGHTS
■Dove and Dove Men+Care launched<br><br>whole-body deodorants in the US,<br><br>entering a new growth space.<br><br>■International football tournament<br><br>sponsorship boosted sales in over<br><br>200,000 stores globally.<br><br>■Strategic factory investments achieved<br><br>record levels of operational efficiency.

ABOUT PERSONAL CARE

We are one of the world’s largest personal care businesses, with

a global portfolio spread evenly across developed and emerging

markets. Our Power Brands include Dove, Dove Men+Care,

Rexona, Lux, Axe, Lifebuoy, Closeup and Pepsodent. We hold

leading category positions in Deodorants and Skin Cleansing.

In Oral Care, we are number four globally.

OUR PERFORMANCE IN 2024

We delivered a turnover of €13.6 billion, driven by a step-up in brand

marketing investment. Growth was led by our Power Brands, which

accounted for 91% of turnover.

Turnover decreased by 1.5% compared to 2023, primarily due to a

5.3% adverse impact from the disposal of Suave and Elida Beauty

brands. However, this was offset by a 5.2% increase in underlying

sales, driven by strong volume growth of 3.1%, mainly led by the

continued strength in Deodorants. The category saw double-digit

growth, driven by mid-single-digit volume increases, with Rexona

and Axe leading the way.

Winning with science-led,<br><br>premium products and<br><br>leveraging partnerships<br><br>are fundamental to our<br><br>growth strategy.
Fabian Garcia<br><br>President, Personal Care

Across our other categories, Skin Cleansing experienced low-single-

digit growth, with Dove’s positive performance partially offset by

declines in Lifebuoy and Lux in China, India and Indonesia. Oral Care

grew mid-single digit, led by price, with Closeup and Pepsodent

showing positive price and volume growth.

Operating profit slightly decreased by 7% to €2.7 billion, while

underlying operating margin increased by 1.9%. We delivered

a significant improvement in gross margin, which facilitated further

investment in brand and marketing.

OUR STRATEGIC PRIORITIES

The personal care industry is going through an exciting transformation,

with consumers embracing beauty and wellbeing trends – moving from

functional products to more premium benefit-led solutions. Our portfolio

of Power Brands is well placed to capitalise on these changes in our

priority markets.

Our strategy is firmly rooted in delivering unmissable brand superiority

with a focus on premiumisation, addressing emerging consumer needs

ahead of trends and leveraging retailer partnerships for growth.

MARKET-MAKING PREMIUM INNOVATIONS

We have stepped up our focus on offering superior products that

engage consumers at every touchpoint – from proposition and

packaging to point of sale and placement, whether

on-shelf or online.

Our Deodorants category is a key growth driver for Personal Care,

fuelled by our deep scientific expertise, superior multi-year innovations,

and premium formats – such as Rexona’s patented body heat

activated technology and Axe’s Fine Fragrance collection.

This year, Dove and Dove Men+Care launched a new range of

deodorant products in the US, featuring our exclusive odour adapt

technology, specifically designed to provide superior odour protection

for whole-body use. With demand for whole-body odour protection

increasing globally, our ambition is to lead the growth of this new

format through our full Deodorants portfolio.

We continue to expand Dove’s Advanced Care range, which combines

72-hour odour protection with additional skin care benefits, including

our new pro-ceramide technology designed to help repair the skin’s

barrier after shaving.

Unilever Annual Report on Form 20-F 2024 21
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- REVIEW OF THE YEAR
---

In Skin Cleansing, our largest category, we capitalised on the growing

appetite for products with multiple benefits with the launch of Dove’s

new serum shower collection, which uses patented technology and

active face care ingredients in a body wash format. The collection is

currently available in the US, and we plan to expand it to more markets

next year.

We also relaunched a number of popular products in our

Skin Cleansing portfolio. Lux’s Magical Orchid shower gel now features

a longer-lasting fragrance, while Lifebuoy’s iconic bar soap uses a new

and improved formulation that offers superior sensory benefits. The

formula uses less palm oil content, replacing it with a combination of

starches, natural fatty acids and vitamins, making it gentler on the

skin. Currently available in India, the new bar soap will launch in more

markets in the coming years.

In Oral Care, we are complementing the portfolio with our

new Pepsodent Expert range – a therapeutics line specially formulated

with active minerals and clinically proven to provide relief to advanced

oral care problems.

ACCELERATING IN STRATEGIC CHANNELS

AND PARTNERSHIPS

To drive competitive growth for our business, the category, and our

retail partners, we continue to prioritise partnerships that amplify brand

impact and boost cultural relevance.

Building on our five-year sponsorship deal with the Fédération

Internationale de Football Association (FIFA), this year we proudly

sponsored several major tournaments around the world, including

UEFA EURO 2024™, CONMEBOL Copa América USA 2024™,

and TotalEnergies CAF Africa Cup of Nations Côte d’Ivoire 2023.

As one of the most popular sports in the world, football provides an

opportunity for our Power Brands to tap into a captive mass audience

and reach consumers in a socially relevant way. This year, as part

of our sponsorship, we stepped up our marketing investment and

launched large-scale activations with retail partners in over 200,000

stores across Europe, the US, Latin America and Africa.

Linked to our successful football sponsorship and overall category

growth efforts, we have seen a positive shift in recognition from key

retailers this year. According to Advantage Group Survey, a leading

benchmark of retailer and customer perceptions in the consumer

goods industry, Unilever Personal Care is now rated as a top-tier

supplier in 20 priority markets.

OPTIMISING OUR PORTFOLIO AND OPERATIONS

In 2024, we completed the disposal of Elida Beauty. Along

with simplifying our portfolio, we have reduced the number of product

lines and streamlined our ingredient specifications. These efforts have

helped restore gross margins to pre-pandemic levels. Additionally, we

have taken proactive steps to address cost fluctuations, particularly

for commodities like palm oil and its derivatives, by developing new

formulations and technologies, such as our reformulated Lifebuoy

bar soap.

To reinvest savings in our brands and innovation programmes, we

are enhancing efficiencies across our value chain and driving net

productivity. The Unilever-wide ’direct dispatch’ model, which ships

products directly from factories to retail customers, is improving logistics

in Personal Care. With projects in Europe and Asia, and more planned,

we are already seeing benefits such as reduced travel time, lower

carbon emissions, and fewer touchpoints, ensuring a streamlined

service.

We continue to invest strategically in our factories, achieving record

levels of operational efficiency. Our Dubai factory, recognised as

an "Advanced 4th Industrial Revolution Lighthouse" by the World

Economic Forum, exemplifies this achievement. The site, which

produces Power Brands like Dove and Lifebuoy, leverages

technologies such as collaborative robots and digital twins, alongside

eco-efficiency best practices.

Additionally, to help make our supply chain leaner and more agile, we

have established fully automated or ’dark factories’ that operate 24

hours a day at a number of sites, including our factory in Củ Chi,

Vietnam.

Dove and Dove Men+Care successfully launched a range<br><br>of innovative whole-body deodorants in the US, with plans<br><br>to scale the new format next year.

small images_right_PC.jpg

Home care_ LEFT_hero image_Wonder Wash.jpg

22 Unilever Annual Report on Form 20-F 2024
REVIEW OF THE YEAR
---
Home Care

Our portfolio of leading household cleaning and laundry Power

Brands aims to drive growth with exceptional products, transforming

everyday chores into superior experiences.

Home care_ RIGHT_hero image_Wonder Wash.jpg

Unilever Annual Report on Form 20-F 2024 23
PERFORMANCE HIGHLIGHTS
--- ---
Turnover in 2024
12.3bn
2023: 12.2bn
Turnover growth
2024
2023
2022
Underlying sales growth
UPG
2024 -1.1%
2023 6.8%
2022 15.9%
Operating margin
2024
2023
2022
Underlying operating margin
2024
2023
2022

All values are in Euros.

14

0%

1.4%

-1.8%

17.3%

90

2.9%

5.9%

11.8%

0%

166

12.3%

11.6%

8.6%

214

14.5%

12.3%

10.8%

Pages 11 to 32 use GAAP and non-GAAP measures to explain the performance of our business. See

pages 41 to 47 for further information.

24 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- REVIEW OF THE YEAR
---
Transforming homes<br><br>for a bright future

People intro image holders Ian Gov7.jpg

HIGHLIGHTS
■Achieved double-digit growth in Europe<br><br>and further strengthened our position<br><br>in India and Turkey.<br><br>■Launched Persil Wonder Wash and<br><br>Comfort Scent Booster Elixir; scaled<br><br>Domestos Power Foam.<br><br>■Investing €150 million in Europe<br><br>to enhance manufacturing and logistics<br><br>efficiency.

ABOUT HOME CARE

With a turnover of over €12 billion, we are a global home care

business with a strong position in emerging markets – particularly

in India, Brazil and Vietnam. Our Power Brands, including Dirt Is

Good (OMO and Persil), Sunlight, Comfort, Cif and Domestos, aim

to transform everyday chores into superior experiences.

OUR PERFORMANCE IN 2024

In 2024, despite deflation impacting both the wider home care market

and our business, we achieved a turnover of €12.3 billion, a 1.4%

increase from the previous year. This was driven by 2.9% underlying

sales growth, fuelled by strong volume growth of 4.0% – one of the

highest in the last decade. Underlying price growth declined by 1.1%,

linked to commodity cost deflation.

Our full-year performance reflects the step-up in our multi-year scalable

innovations, with several key launches from our Power Brands as well

as extending successful 2023 launches. These innovations contributed

to the turnaround of our European business, resulting in double-digit

growth and higher profits across the region.

In our emerging markets, India faced deflationary challenges but

delivered strong volume growth. We faced headwinds from channel

shifts and consumer sentiment in Indonesia and China, and price

declines in Latin America, especially in our powders business.

Across our three categories, Fabric Cleaning remained flat with low-

single-digit volume growth offset by negative price. Home & Hygiene

experienced high-single-digit growth, driven by strong volume and

positive price. Similarly, Fabric Enhancers saw high-single-digit growth,

driven by strong volumes.

Operating profit increased to €1.5 billion, in line with the prior year,

despite the recognition of an impairment of €127 million relating to

Blueair, part of our Water and Air business. Underlying operating profit

was €1.8 billion, an increase of 19% compared to the prior year.

Launching unmissably<br><br>superior market-making<br><br>innovations that consumers<br><br>love and driving business<br><br>turnaround in key regions<br><br>like Europe has been our<br><br>focus in 2024.
Eduardo Campanella<br><br>President, Home Care

OUR STRATEGIC PRIORITIES

We remain focused on capitalising on two key growth opportunities.

First, premiumisation to capture consumer demand for products that

offer greater convenience, additional benefits and strong performance.

And second, the disproportionate growth opportunities from priority

country and category combinations such as India, Brazil and Europe

Fabric Cleaning, while also addressing challenges in Indonesia and

China.

Our strategy is designed to maximise these opportunities by focusing

on fewer, bigger and more premium multi-year innovations and

delivering superiority, value and sustainability to consumers.

MARKET-MAKING PREMIUM INNOVATIONS

This year, we stepped up multi-year innovations with several key

launches and extended successful 2023 launches across our Power

Brands. These innovations reflect our ongoing commitment to create

exceptional products that meet all aspects of consumer preference,

from formulation and packaging to price point. Adopting this approach

is fundamental to driving unmissable brand superiority,

market expansion and growth for our business.

Unilever Annual Report on Form 20-F 2024 25
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- REVIEW OF THE YEAR
---

Persil Wonder Wash is our latest breakthrough innovation that

encapsulates this approach, helping to create an entirely new format in

the liquid detergent market. The product taps directly into the growing

convenience trend of short cycle washes with cutting-edge Pro-S

Technology™. Launched at speed in eight markets and backed by an

omni-channel marketing campaign featuring Usain Bolt, it has

delivered another year of growth for Dirt Is Good, with further roll-outs

planned in 2025.

We are also stepping up innovation across our Power Brands through

new benefits and premium fragrances. The Domestos Power Foam

range is one of the most significant recent advancements in the toilet

cleaning category. First launched in 2022, the range has been scaled

to more than 16 markets this year, offering more premium benefits

such as fragrance and limescale removal.

We also launched Comfort’s Scent Booster Elixir into the rapidly

growing fragrance booster market. Leveraging our expertise in science

and technology, as well as premium fragrances driven by consumer

desire for more natural scents, we developed a transparent formulation

that dissolves without leaving any residue – even in a short, cold wash.

Available in over eight markets, we have seen strong share gains in

the fragrance booster segment in the UK and Italy, two of our biggest

markets.

In emerging markets, we continue to invest in future and premium

formats such as liquid detergents. In India, we have fully modernised

our Surf Excel and Rin brands by introducing new pack formats, a

refreshed look and improved packaging. We also launched our new

Sunlight premium dishwash range across three South East Asian

markets. Developed through our long-standing partnership with Evonik,

this range features rhamnolipids, a natural, biodegradable and

renewable biosurfactant that delivers outstanding performance while

being gentle on hands. We plan to scale to further markets in 2025.

SOCIAL-FIRST DEMAND GENERATION

Consumer engagement with cleaning and laundry products has shifted

dramatically in recent years. A third of Gen Z now use TikTok for the

latest cleaning and laundry advice, and over half of TikTok users have

purchased a household product after seeing it on the platform. We are

leveraging this insight through our Cleanipedia platform, which has

reached over 1 million followers and more than 2 billion views since its

launch. Drawing inspiration from influencers, including 'cleanfluencers'

who popularised the use of Cif Cream to clean white trainers, we have

seen an increase in sales among adults under 28 in the UK. Through

these channels, we have established a social-first gateway for our

brands, enhancing our credibility and engagement with Gen Z

consumers.

ACCELERATING IN STRATEGIC CHANNELS

AND PARTNERSHIPS

Our focus on premium products and key growth areas is also evident

in our success with digital commerce channels, where we achieved

double-digit growth in 2024, driven by India, Europe and Turkey. We

are well positioned to capture growth opportunities in quick commerce

(rapid order-to-delivery time) by offering premium products that cater to

consumers seeking ultimate convenience.

At the same time, we continue to build strong partnerships that

reinforce the premium positioning of our Power Brands

– such as Dirt Is Good’s ongoing collaboration with Arsenal Men’s and

Women’s Football teams. The partnership provides the potential to

reach millions of football fans in developing and emerging markets.

We also launched a partnership with consumer technology and

domestic appliance company Samsung to explore the future of laundry,

unlocking insights into how AI and smart technologies could make

laundry more convenient, simpler and tailored to modern living and

laundry needs. The partnership will help us to combine technology and

cleaning to create a new ’laundry lifestyle’ with cross-channel

activation opportunities.

OPTIMISING OUR PORTFOLIO AND OPERATIONS

We continue to drive cost savings across our value chain and portfolio. To

reflect our focus on our core business and Power Brands, we divested our

water purification business, Pureit, and sold our stake in Truliva. In Europe,

we continue to simplify our portfolio by significantly reducing the number of

formulations in fabric cleaning liquids.

Simultaneously, we are investing in future growth and driving greater

Comfort Elixir leverages our expertise in premium fragrances,<br><br>offering natural scents and an innovative cold wash<br><br>formulation.

small images_right_HC.jpg

productivity across our supply chain, with 75% of our capital

expenditure invested in growth formats. In Europe, for example, we

have committed to invest €150 million over the next three years,

primarily at Port Sunlight, a major manufacturing and R&D hub for

Unilever Home Care. This investment will advance our liquids and

capsules manufacturing capabilities to support our multi-year

innovation programmes, expand warehouse capacity, improve logistics

efficiency and generate further savings to reinvest in our brands. We

also continue to make our factories more efficient and sustainable,

increasing the number of factories that run on 100% renewable energy.

Foods_UFS_ LEFT_Hellmanns kitchen shot_crop copy.jpg

26 Unilever Annual Report on Form 20-F 2024
REVIEW OF THE YEAR
---
Foods

We are a focused foods business, committed to delivering

consistent and competitive growth through our biggest Power

Brands, Knorr and Hellmann’s.

Foods_RIGHT_Hellmans chef divder image_with bleed .jpg

Unilever Annual Report on Form 20-F 2024 27
PERFORMANCE HIGHLIGHTS
--- ---
Turnover in 2024
13.4bn
2023: 13.2bn
Turnover growth
2024
2023
2022
Underlying sales growth
UPG
2024 2.4%
2023 10.1%
2022 10.9%
Operating margin
2024
2023
2022
Underlying operating margin
2024
2023
2022

All values are in Euros.

14

0%

1.1%

-5.0%

6.1%

90

2.6%

7.7%

8.6%

0%

166

19.5%

18.3%

32.4%

214

21.3%

18.6%

17.6%

Pages 11 to 32 use GAAP and non-GAAP measures to explain the performance of our business. See

pages 41 to 47 for further information.

28 Unilever Annual Report on Form 20-F 2024
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Bringing the tastes people<br><br>love to brighten every day

People intro image holders Ian Gov8.jpg

HIGHLIGHTS
■Hellmann’s and Knorr continued<br><br>to outperform the average growth<br><br>in Foods.<br><br>■Ongoing work to become a truly<br><br>focused foods business by reducing<br><br>portfolio complexity, formulations and<br><br>ingredients.<br><br>■Digital commerce channels contributed<br><br>over 10% of turnover.

ABOUT FOODS

We are one of the largest and most profitable foods businesses in

the world, driven by our fast-growing global Power Brands Knorr

and Hellmann’s, alongside our customer-facing business Unilever

Food Solutions. Geographically, more than half of our sales come

from emerging markets, led by India as the largest contributor.

OUR PERFORMANCE IN 2024

Our turnover increased by 1.1% compared to 2023, driven by

underlying sales growth of 2.6%. This was offset by an adverse

acquisition and disposal impact of (0.5)% and a currency headwind

of (1.0)%. It marked our lowest underlying sales growth since 2020,

reflecting the overall deceleration in the foods market due to fewer list

price increases and rising promotional pressure. On a positive note,

our volume returned to growth, with underlying volume growth at 0.2%.

Across our categories, Cooking Aids & Mini-Meals grew mid-single

digit with positive price and volume, driven by Knorr’s leadership

in bouillon and seasonings, and the expansion of its premium ready-to-

heat pots range. Condiments grew low-single digit with balanced

volume and price growth, led by Hellmann’s expansion of its Flavoured

Mayo range and premium format variants.

Knorr and Hellmann’s generated<br><br>60% of Foods’ 2024 turnover,<br><br>boosting growth through<br><br>superior products, premiumisation<br><br>and innovation across<br><br>foodservice and retail.
Heiko Schipper<br><br>President, Foods

Unilever Food Solutions (UFS) grew high-single digit, led by

volume and positive price. China, our largest UFS market, grew

high-single digit despite the economic slowdown in the region.

While turnover in our India Foods business was flat, we maintained

market leadership in tea and functional drinks despite the subdued

market.

Operating profit was €2.6 billion, up 7.7% compared to

2023. Underlying operating profit increased significantly to €2.8 billion,

up 16%, resulting in a 2.7% increase in underlying operating margin.

This profitability was driven by strong gross margin improvement,

which funded an increase in brand and marketing investment. Europe

was also a key driver, benefiting from our disciplined approach to net

revenue management and a streamlined focus on reducing product

lines and recipe complexity.

OUR STRATEGIC PRIORITIES

We renamed our Business Group from Nutrition to Foods to better

reflect our portfolio and strategic vision. This change aligns with

our goal to create a more focused and simplified business,

concentrating on Condiments, Cooking Aids & Mini-Meals, Unilever

Food Solutions and our India Foods portfolio. These categories are

where we want to lead, underpinned by our Power Brands, Knorr

and Hellmann’s. We are concentrating our resources on 25 priority

country and category combinations that account for over half of our

sales and nearly 60% of our profit.

The recent announcement regarding the disposal of Conimex, Unox

and Zwan brands in Europe, pending regulatory approvals, will also

help sharpen our focus further.

Unilever Annual Report on Form 20-F 2024 29
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MARKET-MAKING POWER BRANDS

Our Power Brands play a critical role across our key categories, driving

growth and market share through superior products, premiumisation

and multi-year scalable innovations.

In Condiments, Hellmann’s continues to deliver consistent growth,

driven by unmissable products, strong sales of its flavoured

mayonnaise range and the expansion of premium squeeze bottle

formats. The brand’s appeal is further boosted by leveraging key

cultural moments, including sponsoring major sporting events like the

Super Bowl in the US and the NBA in Brazil, leading to share gains in

both countries. More broadly, Hellmann’s continues to build momentum

as a premium brand in India, Germany and Australia – having entered

these markets in the past five years.

In Cooking Aids & Mini-Meals, Knorr accelerated its global leadership

in the bouillon and seasonings range, adopting a social-first marketing

approach to inspire home cooks, particularly Gen Z. The range

accounts for more than half of Knorr’s turnover and delivers a

significant gross margin advantage. The brand continued to expand its

premium ready-to-heat pots range, offering consumers a convenient

way to enjoy the latest trending cuisines.

SHAPING FOOD TRENDS WITH UFS

With a turnover of nearly €3 billion, Unilever Food Solutions (UFS)

continues to go from strength to strength, and has surpassed pre-

pandemic volume levels.

The UFS Future Menus Trends Report has been instrumental in

supporting this success. Published for the second consecutive year in

2024, the report leverages market insights and innovative product

solutions to attract, engage and support chefs across 50 markets. As

the largest customer engagement platform for the business, it boosts

product visibility and customer loyalty. Since its launch in 2023, the

report has contributed to a 12% increase in new customers.

Also contributing to the growth of UFS is the expansion of our digital

selling capabilities, which has improved product availability, increased

operator reach and elevated overall customer experience. This,

combined with a deep understanding of chefs’ needs and foodservice

industry trends, has led to UFS achieving a strong net promoter score

(NPS), with seven out of ten customers indicating they would

recommend our business to others.

ACCELERATING IN STRATEGIC CHANNELS

AND PARTNERSHIPS

Alongside UFS, partnerships with both traditional and modern retailers

are essential to our strategy for consistent market success and present

opportunities for mutual growth.

This year, together with Personal Care, our brands launched a multi-

year sponsorship with UEFA EURO 2024™, enabling large-scale in-

store activations centred around BBQ occasions across several

thousand European retail stores.

We rolled out a number of campaigns with Walmart, such as the Game

Day Top Dish drive led by Hellmann’s for the 2024 fall football season

in the US. In Mexico, Knorr partnered with Walmart on a campaign to

celebrate chilaquiles, a beloved Mexican dish, showcasing the brand’s

seasoning range.

Our business-to-consumer digital commerce channel remains a

positive growth driver, substantially outpacing the total growth for

Foods. Digital commerce channels now contribute over 10% of our

turnover.

OUR PORTFOLIO AND OPERATIONS

This year, we improved our gross margin, driven by lower material

costs, a strong focus on net productivity and the insourcing of our

strategic portfolio. We continue to simplify our business by reducing

the complexity of our portfolio, formulations and ingredients. For

example, in Europe, we reduced active product lines by 8% compared

to 2023 and 30% versus 2019. We also reduced our formulations by

more than 10% compared with the previous year. This streamlining has

improved our end-to-end supply chain, resulting in lower inventories,

fewer production line changeovers and more efficient logistics.

Alongside margin improvement, we continue to make targeted

investments in our manufacturing capabilities. In Brazil, we invested

€15 million in Hellmann’s Pouso Alegre Foods factory to enhance

operational excellence and meet the growing consumer demand for

the brand’s squeeze bottle formats. And in the UK, we completed a

£40 million investment in our Burton site, consolidating the production

of our entire condiments portfolio into a single state-of-the-art specialist

hub.

Knorr expanded its premium ready-to-heat pots range, offering<br><br>consumers a convenient way to enjoy the latest trending<br><br>cuisines.

small images_right_Foods.jpg

Foods_LEFT_Magnum bon divder image_with bleed .jpg

30 Unilever Annual Report on Form 20-F 2024
REVIEW OF THE YEAR
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Ice Cream

We are a leading global ice cream business with a portfolio tailored for

both in-home and out-of-home consumption. We are fully focused on

gaining market share and boosting profitability.

Foods_RIGHT_Magnum bon divder image_with bleed .jpg

Unilever Annual Report on Form 20-F 2024 31
PERFORMANCE HIGHLIGHTS
--- ---
Turnover in 2024
8.3bn
2023: 7.9bn
Turnover growth
2024
2023
2022
Underlying sales growth
UPG
2024 2.1%
2023 8.8%
2022 9.7%
Operating margin
2024
2023
2022
Underlying operating margin
2024
2023
2022

All values are in Euros.

14

4.5%

0.5%

14.8%

0%

90

3.7%

2.3%

9.0%

0%

166

6.9%

9.6%

9.8%

214

11.8%

10.8%

11.7%

Pages 11 to 32 use GAAP and non-GAAP measures to explain the performance of our business. See

pages 41 to 47 for further information.

32 Unilever Annual Report on Form 20-F 2024
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Growing market share,<br><br>boosting profitability

People intro image holders Ian Gov9.jpg

HIGHLIGHTS
■Strong innovation pipeline: launched<br><br>Magnum Bon Bons, exceeding both<br><br>volume and value targets.<br><br>■Achieved market share growth and<br><br>significant profitability increase.<br><br>■Announced plans to separate through<br><br>a demerger by the end of 2025.

ABOUT ICE CREAM

We are the world’s largest ice cream business with five of the top

ten bestselling ice cream brands globally, including Magnum,

Cornetto, Wall’s and Ben & Jerry’s. With a diverse international

footprint across 80 countries, a third of our sales come from

emerging markets.

SEPARATION OF ICE CREAM

In March 2024, the Unilever Board announced the planned separation

of our Ice Cream business. With our distinct operating model, which

includes a unique supply chain, points of sale and channels, this

separation provides our business with an opportunity to establish a

strong foundation for future growth and value creation.

More recently, in February 2025, we shared further plans to separate

the business through a demerger, with listings in Amsterdam, London

and New York – the same exchanges where Unilever PLC shares are

currently traded. We aim to complete the separation by the end of

2025, while remaining headquartered in Amsterdam. We have

appointed Jean-François van Boxmeer as Chair-Designate. Jean-

François currently serves as Chair of Vodafone Group plc and as a

non-executive director of Heineken Holding N.V., having previously

been the Chief Executive of Heineken for 15 years.

We are making progress on the key workstreams, including the legal

entities set up, implementing the standalone operating model and

preparing the carve-out financials.

Our improved performance is<br><br>marked by more streamlined<br><br>operations, better execution,<br><br>and improved distribution, along<br><br>with strong results in Turkey and<br><br>the US.
Peter ter Kulve<br><br>President, Ice Cream

OUR PERFORMANCE IN 2024

In 2024, our turnover increased by 4.5%, with underlying sales growth of

3.7%, driven by 1.6% from volume and 2.1% from price.

Our improved performance this year has been fuelled by a strong

innovation pipeline and operational improvements. These include a

more efficient go-to-market strategy, better distribution and optimised

promotional activities.

Market share performance also improved throughout the year and we

sharpened our focus on net productivity, which supported gross margin

expansion and reinvestment in our brands.

Our in-home ice cream portfolio, which accounts for about 60% of

turnover, grew low-single digit, driven by volume growth and supported

by new snacking ranges. Our out-of-home ice cream portfolio grew

mid-single digit, supported by premium innovations.

Operating profit declined to €571 million, driven by stepped-up

restructuring as we implement our productivity programme, as well as

costs related to the planned demerger of Ice Cream and other one-off

charges. Underlying operating profit increased 15.1% from €852 million

to €981 million, as operational efficiencies and pricing actions more

than offset the impact of high commodity inflation in cocoa.

Unilever Annual Report on Form 20-F 2024 33
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OUR STRATEGIC PRIORITIES

Our primary focus this year has been turning around the Ice Cream

business. We have made good progress in developing an exciting

product pipeline, improving our marketing, sales and distribution

strategy, optimising our supply chain and building a dedicated sales

teams globally. These are all areas we aim to continue strengthening,

while also taking steps to ensure a smooth separation in 2025.

MARKET-MAKING PREMIUM INNOVATIONS

Our iconic brand portfolio has been enjoyed by consumers for over

100 years. This year, we expanded our range by launching several

premium, market-making innovations designed to bring new

experiences to consumers while also meeting evolving snacking

habits.

The increase in snacking has influenced consumer eating habits,

leading to a trend of smaller, more frequent portions. Magnum embraced

this trend with the launch of its bite-sized Bon Bons. Packaged in 12-

piece shareable tubs, they deliver the signature Magnum indulgence in

a convenient format. Launched across European markets, the range

has gained significant traction, exceeding both volume and value

performance targets. Further expansion plans are already underway.

Joining Magnum in the micro-format category, Yasso introduced

Poppables, a Greek yoghurt-based snack that now accounts for 12% of

the brand’s growth in the US. Ben & Jerry’s also expanded its bite-sized

offerings with new flavours including Salted Caramel Brownie in its

Peaces range, featuring resealable bags for on-the-go snacking.

Across our broader portfolio, Magnum further strengthened

its premium portfolio with the launch of Magnum Fantasia, which

features three new variants and combines the brand’s signature

cracking chocolate with a flavour-filled core. Launched globally, the

range has delivered substantial gains across international markets.

In the US, Yasso also expanded its premium offering with the launch

of three real fruit variants, blending Greek yoghurt with refreshing real

fruit. Globally, Ben & Jerry’s introduced a new oat base for its non-dairy

ice creams. Launched across tubs and scoop shops, the range caters

directly to consumers seeking plant-based alternatives.

Cornetto celebrated a major milestone this year with the

60th anniversary of the iconic Cornetto Classico. To mark the occasion,

and to recognise the global bestseller, the brand launched a multi-

market campaign titled ‘Unwrap It', which leverages the distinctive

blue and white branding and the universal experience of unwrapping

a Cornetto ice cream.

UNLOCKING TECHNOLOGY FOR GROWTH

We have accelerated the use of advanced technology to enhance

distribution, drive sales and ensure product availability in our out-

of-home channels. Building on last year’s efforts, we continue to

scale the use of AI and image capture technology across our

freezer cabinets worldwide, optimising inventory, boosting sales

and improving efficiency.

To date, our AI-enabled freezers have significantly boosted sales

in several key markets by capturing stock images and generating

real-time order recommendations, ensuring that our bestsellers are

available to consumers. The data generated has also empowered our

sales team by providing valuable insights into product launches and

marketing campaigns, while enabling them to focus on business

development, better promotion planning and forecasting.

We have also focused on improving our digital commerce sales. After

flatlining in 2023, we have now returned to growth as a result of

improving online and rapid delivery sales.

OPTIMISING OUR PORTFOLIO AND

OPERATIONS

This year, we made good progress in enhancing our supply chain,

allowing us to reinvest savings into automation and factory

improvements. For instance, we have expanded our Magnum

production lines at our factories in Turkey and India, strengthening

our manufacturing capabilities.

Our cost savings initiatives in Europe and the US are progressing

according to plan, providing a strong foundation for our operations in

2025 and beyond. This year, we increased our investment in quality

and safety measures, resulting in a reduction in product quality issues

and food safety incidents within our factories. Our automation efforts across

21 factories have also improved overall efficiency and reduced food waste

by 23%.

We have also driven portfolio efficiencies by consolidating our product

lines, resulting in significant complexity reduction. In 2024, we built on

the progress made in 2023 and reduced our product lines by a further

4% by removing less popular items while still delivering strong

innovations.

EMPOWERING OUR PEOPLE

The majority of our market General Managers have valuable prior

Unilever experience, specifically in frontline-first Ice Cream roles,

ensuring deep category expertise. To complement this, some of our

new functional leaders have been recruited externally, bringing fresh

perspectives and specialised knowledge to our organisation.

This refreshed leadership team has proven instrumental in advancing

Cornetto celebrated the 60th anniversary of Cornetto Classico<br><br>with its global ’Unwrap It’ campaign.

small images_right_Ice.jpg

our business this year and will continue to reinforce our commitment to

innovation, operational excellence and a renewed growth trajectory for

the Ice Cream business.

34 Unilever Annual Report on Form 20-F 2024
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Our People & Culture

People intro image holders Ian Gov10.jpg

HIGHLIGHTS
■Initiated a productivity<br><br>programme to drive greater<br><br>speed and simplification.<br><br>■Launched a refreshed people ambition<br><br>to enhance talent, engagement and<br><br>performance.<br><br>■Achieved a 79% employee engagement<br><br>score in our annual UniVoice survey.

UNLOCKING OUR FULL POTENTIAL

Over the past few years, we have been driving an organisation-wide

change agenda to reshape our structure and renew our culture to become

a simpler, more focused and higher-performing business. In 2022, we

implemented the Compass Organisation and in 2023, we introduced our

Growth Action Plan, including a focus on sharpening our performance

edge.

This year, we have taken decisive steps to support the next stage of our

transformation. In March, we launched an organisation-wide productivity

programme. And in November, we refreshed our people ambition,

emphasising four core Unilever-wide behaviours that will be launched in

2025 through the deployment of our winning culture programme.

These changes – and more – are crucial steps in delivering our GAP 2030

strategy and transforming Unilever into a best-in-class consumer goods

company.

OUR PRODUCTIVITY PROGRAMME

Throughout 2024, our primary focus was on implementing our

extensive productivity programme, designed to substantially improve

our efficiency and effectiveness. This comprehensive initiative adopts

a holistic approach to our business operations, driven by three

fundamental design principles: market segmentation, process

simplification and leveraging advancements in technology.

Although the changes – including a reduction in predominantly office-

based workers – are not easy, they are necessary to drive the long-term

growth and competitiveness of the company. These changes also offer

the opportunity to create more focused and impactful roles as we

accelerate our digital transformation.

Over the next three years, the programme is anticipated to deliver total

cost savings of around €800 million, enabling increased investment in

brand growth and innovation.

We are committed to building a<br><br>winning culture that enables<br><br>everyone to be successful and<br><br>unlocks the full potential of<br><br>Unilever.
Mairéad Nayager<br><br>Chief People Officer

ENGAGING OUR PEOPLE

Our annual UniVoice survey gauges employee sentiment and identifies

areas for improvement. Overall employee engagement was 79%, above

industry benchmarks, but 5% lower than 2023. While engagement

among factory-based teams remained steady at 83%, there was a drop

in engagement among office-based employees to 75% – a result we

anticipated due to the productivity programme.

The results reaffirmed the strength of our core business fundamentals,

with high scores in safety, product quality and business integrity.

Additionally, 87% of employees said they feel proud to work for

Unilever and 82% see a clear link between their work and the

company’s strategic objectives. However, they also highlighted the

need for greater speed and agility, which aligns with the focus areas of

our refreshed people agenda. For more information on how we engage

with our employees, see pages 272 to 278.

Unilever Annual Report on Form 20-F 2024 35
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BUILDING A WINNING CULTURE

Our company has always upheld its core values of respect,

responsibility, integrity and pioneering spirit, and these values will

always remain. However, more work is needed to elevate our talent

further and ensure we have the right culture in place to deliver on our

GAP 2030 strategy. Central to our refreshed people ambition, we are

focusing on three strategic areas – our values, people and behaviours

– to build a winning culture at Unilever.

As a first step, in 2025, we will implement a framework consisting of

four iconic shifts to help us achieve this. These four shifts are:

■Motivate for performance: bringing clarity on goals, reward systems

and pay.

■Coach for performance: making coaching and feedback a central

part of our culture to help drive higher personal and company

performance.

■Manage talent for performance: refreshing our policies

and processes to support the cultivation of our top talent, address

underperformance and ensure effective career progression.

■Rewire for performance: increasing access to data and performance

visibility to drive motivation and inspiration within the organisation.

To support this framework, we have introduced four essential

behaviours: care deeply, focus on what counts, stay three steps ahead,

and deliver with excellence. These behaviours – identified during

senior leadership focus groups – are crucial to building a more

consistent, higher-performing business.

ENHANCING OUR CAPABILITIES

To ensure we have the right people and skills base to deliver our

GAP 2030 strategy, we made several changes across our

organisation this year. At the Unilever Leadership Executive (ULE)

level, over half of our leaders are new to their roles within the past

year. Among these changes is the appointment of Mairéad

Nayager as Chief People Officer, responsible for Unilever’s global

people strategy, culture and organisation.

We remain fully committed to empowering our strong international

talent base, ensuring everyone has the capabilities and skills to excel

and reach their full potential. The injection of external talent into the

business will remain an important element of our people strategy as we

build our capabilities – especially in areas such as digital marketing

and generative AI. Here, we have sharpened our focus to ensure our

marketeers are fully equipped to leverage the shift to social-first

communication and its convergence with commerce and

entertainment.

TALENT POWERHOUSE

We are a company that values each individual for the contribution they

make to the company. We have the ambition to have the best talent in

Unilever. Our focus is on creating an inclusive environment where all

talent can succeed, as called out in our people ambition within GAP

2030.

We strongly believe that having people who represent the consumers

we serve in fast-moving market conditions, enables us to perform

better. For more information on our approach, see pages 50 and 272 to

273.

small images_right_our people and culture V3.jpg

In November 2024, the Unilever Leadership Executive hosted<br><br>an all-company engagement session to launch our new<br><br>strategy, highlighting our purpose, priorities, sustainability<br><br>commitments and culture.
36 Unilever Annual Report on Form 20-F 2024
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Sustainability Review

People intro image holders Ian Gov11.jpg

HIGHLIGHTS
■Encouraging early progress against<br><br>sustainability goals.<br><br>■Continued advocacy for systemic<br><br>policy interventions, such as the<br><br>Global Plastics Treaty.<br><br>■Focused on scaling innovations<br><br>and partnerships through<br><br>targeted action.

MORE FOCUSED, URGENT AND SYSTEMIC

Sustainability is a strategic imperative for our business and a key part

of our Growth Action Plan 2030. In May, we launched our refocused

sustainability strategy, with 15 near- and medium-term goals to

accelerate action in four priority areas where we can deliver the greatest

impact: Climate, Nature, Plastics and Livelihoods. In practice, this means:

clear focus and resource allocation for the priority areas embedded in our

strategic planning process; approaching sustainability with the same

urgency and rigour as commercial issues; and recognising the role of

advocacy in addressing enablers and blockers of progress outside our

direct control.

Our primary focus in the short term is on laying the foundations for

accelerated action, including: engaging with suppliers and delivery

partners; scaling innovations and partnerships; and advocating for

system-wide policy interventions. We have made good early progress

against our goals but there is more work to do. See pages 48 to 50.

To help drive more focused delivery and accountability in the future,

we continue to improve our underlying data, reporting systems and

monitoring. In some cases, this has impacted our reported progress

against our climate and plastic goals. For the first time this year, we are

reporting a consolidated sustainability statement in compliance with the

European Sustainability Reporting Standards (ESRS). This statement

incorporates mandatory and voluntary disclosures that were previously

reported in the Strategic Report. See pages 295 to 297 for an index of

ESRS disclosures covering a range of sustainability issues and related

policies, including those on the following pages.

CLIMATE

Climate change is a material risk to our business. Our immediate priority is

to achieve significant reductions in absolute Scope 3 greenhouse gas

emissions by 2030, as part of our transition towards net zero. We continue

to make progress towards our Scope 1 and 2 target.

In March 2024, we launched our refreshed Climate Transition Action

Plan (CTAP), which includes more ambitious Scope 3 targets approved

by the Science Based Targets initiative (SBTi), and focused actions in

ten key areas across our value chain. This plan, endorsed by

shareholders at our 2024 AGM in May, guides our actions across the

business.

A significant portion of our Scope 3 emissions comes from purchased

goods and services. Through our global Supplier Climate Programme,

we are collaborating closely with suppliers to help accelerate their

climate initiatives and, where possible, collect product carbon footprint

data. We are focusing on those suppliers that we consider to have

the greatest climate impact, such as chemical ingredients, packaging

suppliers and third-party manufacturers.

To support efforts to reduce Scope 3 emissions from our key forest-risk

commodities, we remain focused on deforestation-free sourcing and

have verified that 336 palm oil mills in our supply chain now have

methane capture capability in place. See Nature for more on

deforestation-free sourcing.

Transitioning to lower-emission ingredients in our products is both

critical and technically challenging. This year, we successfully

launched several reformulated, lower-emission products in our Home

Care and Personal Care portfolios, laying the foundation to scale these

products across several markets in 2025. We are also working closely

with chemical ingredient suppliers to source lower-emission LAB and

soda ash, which contribute a significant proportion of our Scope 3

emissions in our Home Care products.

In addition to our focus on chemical feedstocks, we continue to develop

long-term partnerships with industry innovators, such as Nufarm, to

develop alternative plant-based ingredients for our laundry detergents and

beauty and personal care products.

A key element of our strategy is ongoing advocacy to create conditions

that enable governments and industries to align with the 1.5°C pathway

outlined in the Paris Agreement. Our first Climate Policy Engagement

Review, published in March 2024, details our approach to climate policy

engagement and includes a review of our industry associations’

alignment with our climate policy positions, which support the Paris

Agreement.

NATURE

Our business relies on resilient natural and agricultural ecosystems. Our

actions on nature are also integral to reducing our agriculture and land-

based emissions. As a result, we have extended our climate principal risk

to now include both climate and nature, of which biodiversity is a key

element.

In 2024, we raised the ambition level of our nature goals to protect and

regenerate natural ecosystems closely associated with our sourcing

locations across our value chain. To support with this, we continued the

implementation of protection and restoration programmes in Indonesia

and Malaysia. Dove’s partnership with the Rimba Collective is one of

the key projects which aims to protect and restore rainforests in

South East Asia.

Unilever Annual Report on Form 20-F 2024 37
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Our regenerative agriculture programme builds on a long-standing

commitment to sustainable sourcing. Currently, we have 23 active

regenerative agriculture projects. We are improving our measurement

capabilities to help us understand the impact of these projects.

We remain focused on our deforestation-free supply chain agenda,

through continued investment in infrastructure, verification of suppliers,

and partnerships with farmers, suppliers and communities. See page

255 for more.

We are also working with governments, NGOs and other partners to

drive change beyond our value chain. For instance, Unilever and the

Business for Nature coalition urged governments at the UN

Biodiversity COP16 to implement stronger policies to support business

efforts in halting and reversing nature loss by 2030.

PLASTICS

Our plastic packaging goals focus on the areas of our value chain

where we can deliver most impact: sourcing, packaging design, use

and disposal. In 2024, we updated our plastics goals to sharpen our

focus on priorities like reducing our use of virgin plastic and developing

alternatives for hard-to-recycle flexible plastic packaging materials. We

have also improved the accuracy of our plastics reporting to help

inform our actions and investments. See page 259 for more.

Developing alternatives to flexible plastic is critical to deliver our virgin

plastic reduction goal. Packaging experts and material scientists at our

Packaging R&D Centre have so far evaluated over 3,000 emerging

materials and technologies, particularly those that could serve as

barrier materials in flexible packaging. As an interim measure while we

explore alternatives, we have transitioned some products’ packaging,

like Knorr bouillon cubes in the UK, into new materials, anticipating the

broader adoption of new paper-based flexible packaging materials.

We are also focused on the elements of our rigid plastic packaging that

are difficult to recycle – such as pumps and trigger sprays. For

example, in 2024, we introduced a new recyclable pump for Vaseline

bottles in North America.

We continue to play a leading role in the Business Coalition for a

Global Plastics Treaty, calling for legally binding global rules to reduce

plastic pollution.

LIVELIHOODS

Our Livelihoods agenda aims to positively enhance the lives of people

across our value chain, including smallholder farmers, workers of our

suppliers, and small and medium-sized retailers. In 2024, we

refocused our efforts on creating greater change for the people who

contribute to our business success by setting three short-term goals.

Our Code of Business Principles sets out our commitment to pay a living

wage to all our direct employees. We were awarded our second global

independent accreditation as a living wage employer, covering the 2024

calendar year – see page 273 for more details. We are now asking our

suppliers in key markets to sign our Living Wage Promise – a commitment

to identify and address gaps between the minimum and living wages for

their workforce. With support from the Sustainable Trade Initiative (IDH),

we are providing training, tools and other resources to help them get

started. To promote the adoption of living wages more broadly, we are also

advocating for change through industry forums like the UN Global Compact

and supporting the availability of free, publicly accessible living wage data.

Additionally, we are helping smallholder farmers to improve their

productivity and farming practices by enrolling them in certification

schemes and providing access to income growth and regenerative

agriculture programmes. In turn, this helps to improve the resilience of

our supply chain.

We support small to medium-sized enterprises (SMEs) in our retail value

chain to grow their businesses by expanding our digital commerce

platforms so that SMEs can buy directly from us, and easily access

financial services. We are also scaling our last-mile distribution

programmes, which enable us to reach consumers in remote areas across

a number of developing markets.

HUMAN RIGHTS

Our commitment to respect human rights underpins our work across

the four sustainability priorities and forms a key part of our Code of

Business Principles and Responsible Partner Policy.

We continue to strengthen our approach to engaging with

rightsholders, including individuals who live and work in the

communities where we operate or source from, see page 270 for more

information. In 2024, we partnered with Oxfam to develop practical

guidance for effective collaboration with rightsholders, ensuring a

consistent approach to our engagement. We are piloting this guidance

in our plastics value chain in Indonesia and India. We are also

engaging with rightsholders in our sugar and tea supply chains through

multi-stakeholder initiatives, such as the Bonsucro Impact Fund and

the Women’s Safety Accelerator Fund (WSAF).

Impact measurement is also a key focus of our human rights strategy.

In 2024, we developed a human rights impact measurement

framework to help ensure consistency in reporting and drive strategic

decision-making.

For more information on our approach to human rights issues,

including our Code of Business Principles, Responsible Partner Policy

and actions in respect of human rights, see pages 92 to 93 and 270.

Experts at our Packaging R&D Centre in Port Sunlight are<br><br>testing emerging and new technologies to support our work on<br><br>virgin plastic reduction.

small images_right_sustainability.jpg

38 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- OUR PERFORMANCE
---
Financial performance
Unilever Group performance
--- --- --- ---
Unilever 2024 2023 2022
Turnover growth 1.9% (0.8)% 14.5%
Underlying sales growth 4.2% 7.0% 9.0%
Underlying volume growth 2.9% 0.2% (2.1)%
Operating margin 15.5% 16.4% 17.9%
Underlying operating margin 18.4% 16.7% 16.1%
Cash flow from operating activities €12.1bn €11.6bn €10.1bn
Free cash flow €6.9bn €7.1bn €5.2bn
Net cash flow (used in)/from investing activities €(0.6)bn €(2.3)bn €2.5bn
Net cash flow used in financing activities €(6.9)bn €(7.2)bn €(8.9)bn Business Group performance
--- --- --- ---
Beauty & Wellbeing 2024 2023 2022
Turnover €13.2bn €12.5bn €12.3bn
Turnover growth 5.5% 1.8% 20.8%
Underlying sales growth 6.5% 8.3% 7.8%
Operating margin 15.0% 17.7% 17.6%
Underlying operating margin 19.4% 18.7% 18.7% Personal Care 2024 2023 2022
--- --- --- ---
Turnover €13.6bn €13.8bn €13.6bn
Turnover growth (1.5)% 1.4% 15.9%
Underlying sales growth 5.2% 8.9% 7.9%
Operating margin 20.1% 21.4% 16.6%
Underlying operating margin 22.1% 20.2% 19.6%
Unilever Annual Report on Form 20-F 2024 39
--- ---
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- OUR PERFORMANCE
---
Business Group performance continued
--- --- --- ---
Home Care 2024 2023 2022
Turnover €12.3bn €12.2bn €12.4bn
Turnover growth 1.4% (1.8)% 17.3%
Underlying sales growth 2.9% 5.9% 11.8%
Operating margin 12.3% 11.6% 8.6%
Underlying operating margin 14.5% 12.3% 10.8% Foods 2024 2023 2022
--- --- --- ---
Turnover €13.4bn €13.2bn €13.9bn
Turnover growth 1.1% (5.0)% 6.1%
Underlying sales growth 2.6% 7.7% 8.6%
Operating margin 19.5% 18.3% 32.4%
Underlying operating margin 21.3% 18.6% 17.6% Ice Cream 2024 2023 2022
--- --- --- ---
Turnover €8.3bn €7.9bn €7.9bn
Turnover growth 4.5% 0.5% 14.8%
Underlying sales growth 3.7% 2.3% 9.0%
Operating margin 6.9% 9.6% 9.8%
Underlying operating margin 11.8% 10.8% 11.7%

Underlying sales growth, underlying volume growth, underlying operating margin and free cash flow are non-GAAP measures. For further information about these measures, and the reasons

why we believe they are important for an understanding of the performance of the business, please refer to our commentary on non-GAAP measures on pages 41 to 47.

40 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- OUR PERFORMANCE
---

Additional financial disclosures

CASH FLOW

Cash flow from operating activities increased by €0.6 billion. While

working capital had an adverse impact of €1.0 billion versus prior year

mainly due to a significant improvement in 2023, this was more than

offset by favourable movements in pensions and provisions, where

payments were lower as compared to prior year and non-cash charges

which were significantly higher in 2024.

€ million 2024 2023
Operating profit 9,400 9,758
Depreciation, amortisation and impairment 1,757 1,579
Changes in working capital (160) 814
Pensions and similar obligations less payments (88) (281)
Provisions less payments 330 (185)
Elimination of losses/(profits) on disposals 436 (433)
Non-cash charge for share-based compensation 324 212
Other adjustments 145 97
Cash flow from operating activities 12,144 11,561
Income tax paid (2,625) (2,135)
Net capital expenditure (1,934) (1,703)
Net interest paid (653) (632)
Free cash flow* 6,932 7,091
Net cash flow (used in)/from investing activities (625) (2,294)
Net cash flow used in financing activities (6,941) (7,193)

Income tax paid increased by €0.5 billion compared to the prior year

due to higher payments in markets where tax credits expired during the

year, and lower tax refunds in certain markets.

Net cash flow used in investing activities was €(0.6) billion compared to

€(2.3) billion in the prior year. The lower outflow was primarily driven by

the divestment of financial assets particularly in India, reduced

investment in non-current assets in Argentina and higher proceeds

from the disposals of Elida Beauty, our Russian business, Pureit and

Truliva in the year, partly offset by the cash outflow for the acquisition

of K18 and deferred consideration related payments. Capital

expenditure increased by €0.2 billion in 2024.

Net cash flow used in financing activities was €(6.9) billion compared

to €(7.2) billion in the prior year primarily due to a lower net increase in

borrowings, partly offset by higher interest payments. The impact from

share buybacks was consistent with the prior year.

BALANCE SHEET

€ million 2024 2023
Goodwill and intangible assets 40,901 39,466
Other non-current assets 19,655 17,898
Current assets 19,194 17,902
Total assets 79,750 75,266
Current liabilities 25,234 23,507
Non-current liabilities 31,961 30,995
Total liabilities 57,195 54,502
Shareholders’ equity 19,990 18,102
Non-controlling interest 2,565 2,662
Total equity 22,555 20,764
Total liabilities and equity 79,750 75,266

Goodwill and intangible assets were €40.9 billion. This was

an increase of €1.4 billion compared to the prior year. The increase

was due to a favourable currency impact of €1.1 billion, with other

movements from the acquisitions of K18 partly offset by impact of

disposals in the year. See note 21 on pages 186 to 188 and note 9

on pages 160 to 162 for more.

Other non-current assets increased by €1.8 billion, primarily due to

higher purchase of property, plant and equipment, as well as a higher

net pension surplus due to strong performance of equity and other

growth assets. Current assets increased by €1.3 billion led by cash

and cash equivalents, partly offset by a decrease in other financial

assets and assets held for sale, which was reduced following the

disposal of the Elida Beauty business. Cash and cash equivalents

increased by €2.0 billion.

Non-controlling interest decreased by €(0.1) billion due to the disposal

of the Truliva business.

Net debt*

Closing net debt was €24.5 billion compared to €23.7 billion as at 31

December 2023. The increase was due to capital returns of €4.3 billion

in dividends and €1.5 billion in share buybacks to PLC shareholders,

and other adverse movements that were partially offset by the free

cash flow delivery of €6.9 billion. Net debt to underlying earnings

before interest, taxation, depreciation and amortisation (UEBITDA) was

1.9 as at 31 December 2024 versus 2.1 in the prior year. This is

primarily used to assess our leverage level.

Movement in net pension liability/asset

The table below shows the movement in net pension liability/asset

during the year. Pension assets net of liabilities were in surplus of

€3.0 billion at the end of 2024 compared with a surplus of €2.4 billion

at the end of 2023. The increase was primarily driven by strong

investment returns in equities, while higher long-term government bond

yields led to reductions in both fixed income assets and pension

liabilities.

€ million 2024
1 January 2,401
Gross service cost (178)
Employee contributions 37
Actual return on plan assets (excluding interest) (601)
Net interest income/(cost) 71
Actuarial gain/(loss) 957
Employer contributions 197
Currency retranslation 72
Other movements(a) 14
31 December 2,970

(a)Other movements relate to special termination benefits, changes in asset ceiling, past

service costs including losses/(gains) on curtailment, settlements and other immaterial

movements. For more details, see note 4B on pages 150 to 155.

(*)Certain measures used in our reporting are not defined under IFRS. For further information

about these measures, please refer to the commentary on non-GAAP measures on pages

41 to 47.

Unilever Annual Report on Form 20-F 2024 41
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- OUR PERFORMANCE
---

Finance and liquidity

Approximately €3.0 billion (or 49%) of the Group’s cash and cash

equivalents is held in central finance companies for maximum flexibility.

These companies provide loans to our subsidiaries that are also funded

through retained earnings and third-party borrowings. We maintain access

to global debt markets through an infrastructure of short- and long-term

debt programmes. We make use of plain vanilla derivatives, such as

interest rate swaps and foreign exchange contracts, to help mitigate risks.

More detail is provided in notes 16, 16A, 16B and 16C on pages 174 to

  1. The remaining €3.1 billion (or 51%) of the Group’s cash and cash

equivalents is held in foreign subsidiaries, which repatriate distributable

reserves on a regular basis. For most countries, this is done through

dividends, which in some cases are subject to withholding or distribution

tax. This balance includes €176 million (2023: €98 million, 2022: €449

million) of cash that is held in a few countries where we face cross-border

foreign exchange controls and/or other legal restrictions that inhibit our

ability to make these balances available in any means for general use by

the wider business. The cash will generally be invested or held in the

relevant country and, given the other capital resources available to the

Group, does not significantly affect the ability of the Group to meet its cash

obligations. We closely monitor all our exposures and counter-party limits.

Unilever has committed credit facilities in place for general corporate

purposes. The undrawn bilateral committed credit facilities in place on 31

December 2024 were $5,200 million and €2,600 million. Further

information on liquidity management is set out in note 16A to the

consolidated financial statements.

Material cash commitments from contractual and

other obligations

The following table shows the amount of our contractual and other

obligations as at 31 December 2024. The material cash commitments from

contractual and other obligations arise from our borrowings, which include

bonds, commercial paper, bank and other loans, interest on these

borrowings, and trade payables and accruals.

€ million 2024 Due<br><br>within 1<br><br>year Due in<br><br>1-3 years Due in<br><br>3-5 years Due in<br><br>over 5<br><br>years
Bonds 26,957 3,117 5,046 6,291 12,503
Commercial paper,<br><br>bank and other loans 2,770 2,764 2 4
Interest on financial<br><br>liabilities 4,800 695 1,218 873 2,014
Trade payables,<br><br>accruals and other<br><br>liabilities 16,266 16,064 135 41 26
Lease liabilities 1,801 389 579 354 479
Other lease<br><br>commitments 330 101 133 30 66
Purchase<br><br>obligations(a) & other<br><br>long-term<br><br>commitments 4,198 1,654 1,871 489 184
Others(b) 824 649 173 2
Total 57,946 25,433 9,155 8,082 15,276

(a)For raw and packaging materials and finished goods.

(b)Includes other financial liabilities and deferred consideration for acquisitions.

Further details are set out in the following notes to the consolidated

financial statements: note 10 on pages 163 to 165, note 15C on pages 172

to 173, and note 20 on pages 185 and 186. We are satisfied that our

financing arrangements are adequate to meet our short-term and long-term

cash requirements. In relation to the facilities available to the Group,

borrowing requirements do not fluctuate materially during the year and

are not seasonal.

Guaranteed US debt securities

At 31 December 2024, the Group had in issue US$10.95 billion (2023:

US$11.2 billion; 2022: US$10.75 billion) bonds in connection with a US

shelf registration. See page 221 for more information on these bonds and

related commentary on guarantor information.

NON-GAAP MEASURES

Certain discussions and analyses set out in this Annual Report and

Accounts (and the Additional Information for US Listing Purposes) include

measures that are not defined by generally accepted accounting principles

(GAAP) such as IFRS. We believe this information, along with comparable

GAAP measurements, is useful to investors because it provides a basis for

measuring our operating performance, and our ability to retire debt and

invest in new business opportunities. Our management uses these

financial measures, along with the most directly comparable GAAP

financial measures, in evaluating our operating performance and value

creation. Non-GAAP financial measures should not be considered in

isolation from, or as a substitute for, financial information presented in

compliance with GAAP. Wherever appropriate and practical, we provide

reconciliation to relevant GAAP measures.

EXPLANATION AND RECONCILIATION OF

NON-GAAP MEASURES

Unilever uses ‘constant rate’ and ‘underlying’ measures primarily for

internal performance analysis and targeting purposes. We present certain

items, percentages and movements, using constant exchange rates, which

exclude the impact of fluctuations in foreign currency exchange rates. We

calculate constant currency values by translating both the current and the

prior period local currency amounts using the prior year average exchange

rates into euro, except for the local currency of entities that operate in

hyperinflationary economies. These currencies are translated into euros

using the prior year closing exchange rate before the application of IAS 29.

The table below shows exchange rate movements in our key markets.

Annual average<br><br>rate in 2024 Annual average rate<br><br>in 2023
Brazilian real (€1 = BRL) 5.761 5.405
Chinese yuan (€1 = CNY) 7.751 7.635
Indian rupee (€1 = INR) 90.652 89.232
Indonesia rupiah (€1 = IDR) 17,177 16,457
Mexican peso (€1 = MXN) 19.589 19.169
Philippine peso (€1 = PHP) 62.055 60.110
Turkish lira (€1 = TRY) 36.671 31.625
UK pound sterling (€1 = GBP) 0.848 0.870
US dollar (€1 = US$) 1.085 1.081

In the following sections, we set out our definitions of the following non-

GAAP measures and provide reconciliation to relevant GAAP measures:

■underlying sales growth;

■underlying volume growth;

■underlying price growth;

■non-underlying items;

■underlying operating profit and underlying operating margin;

■underlying effective tax rate;

■underlying earnings per share;

■constant underlying earnings per share;

■net debt;

■underlying earnings before interest, taxation, depreciation and

amortisation;

■free cash flow;

■cash conversion;

■underlying return on invested capital; and

■underlying return on assets.

UNDERLYING SALES GROWTH

Underlying sales growth (USG) refers to the increase in turnover for

the period, excluding any change in turnover resulting from

acquisitions, disposals, changes in currency and price growth in

excess of 26% in hyperinflationary economies. Inflation of 26% per

year compounded over three years is one of the key indicators within

IAS 29 to assess whether an economy is deemed to be

42 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- OUR PERFORMANCE
---

hyperinflationary. We believe this measure provides valuable additional

information on the underlying sales performance of the business and is

a key measure used internally. The impact of acquisitions and

disposals is excluded from USG for a period of 12 calendar months

from the applicable closing date. Turnover from acquired brands that

are launched in countries where they were not previously sold is

included in USG, as such turnover is more attributable to our existing

sales and distribution network than the acquisition itself.

The reconciliation of changes in the GAAP measure of turnover to

USG is as follows:

Personal Care Home Care Foods Ice Cream Group
2024 vs 2023
Turnover ( million)
2023 13,829 12,181 13,204 7,924 59,604
2024 13,618 12,352 13,352 8,282 60,761
Turnover growth(a) (%) (1.5) 1.4 1.1 4.5 1.9
Effect of acquisitions (%) 1.2 0.4
Effect of disposals (%) (5.3) (0.9) (0.5) (0.3) (1.8)
Effect of currency-related items, (%) (1.1) (0.5) (1.0) (0.1) (0.7)
of which:
Exchange rate changes (%) (3.0) (3.6) (2.8) (1.9) (2.8)
Extreme price growth in hyperinflationary markets(b) (%) 1.9 3.2 1.9 1.8 2.1
Underlying sales growth(b) (%) 5.2 2.9 2.6 3.7 4.2
2023 vs 2022
Turnover ( million)
2022 13,636 12,401 13,898 7,888 60,073
2023 13,829 12,181 13,204 7,924 59,604
Turnover growth(a) (%) 1.4 (1.8) (5.0) 0.5 (0.8)
Effect of acquisitions (%) 0.9 0.5
Effect of disposals (%) (0.9) (6.9) (2.1)
Effect of currency-related items, (%) (6.1) (7.2) (5.2) (2.7) (5.7)
of which:
Exchange rate changes (%) (8.0) (10.3) (6.8) (5.4) (7.8)
Extreme price growth in hyperinflationary markets(b) (%) 2.1 3.4 1.7 2.8 2.2
Underlying sales growth(b) (%) 8.9 5.9 7.7 2.3 7.0
2022 vs 2021
Turnover ( million)
2021 11,763 10,572 13,104 6,867 52,444
2022 13,636 12,401 13,898 7,888 60,073
Turnover growth(a) (%) 15.9 17.3 6.1 14.8 14.5
Effect of acquisitions (%) 0.3 0.8
Effect of disposals (%) (7.1) (1.8)
Effect of currency-related items, (%) 7.4 4.9 4.9 5.4 6.2
of which:
Exchange rate changes (%) 6.2 2.6 3.6 3.9 4.7
Extreme price growth in hyperinflationary markets(b) (%) 1.1 2.2 1.2 1.5 1.4
Underlying sales growth(b) (%) 7.9 11.8 8.6 9.0 9.0

All values are in Euros.

(a)Turnover growth is made up of distinct individual growth components, namely underlying sales, currency impact, acquisitions and disposals. Turnover growth is arrived at by multiplying

these individual components on a compounded basis as there is a currency impact on each of the other components. Accordingly, turnover growth is more than just the sum of the

individual components.

(b)Underlying price growth in excess of 26% per year in hyperinflationary economies has been excluded when calculating the underlying sales growth in the tables above, and an equal and

opposite amount is shown as extreme price growth in hyperinflationary markets.

UNDERLYING VOLUME GROWTH

Underlying volume growth (UVG) is part of USG and means, for the

applicable period, the increase in turnover in such period calculated as

the sum of (i) the increase in turnover attributable to the volume of

products sold; and (ii) the increase in turnover attributable to the

composition of products sold during such period. UVG therefore

excludes any impact on USG due to changes in prices.

UNDERLYING PRICE GROWTH

Underlying price growth (UPG) is part of USG and means, for the

applicable period, the increase in turnover attributable to changes in

prices during the period. UPG therefore excludes the impact to USG

due to (i) the volume of products sold; and (ii) the composition of

products sold during the period. In determining changes in price, we

exclude the impact of price growth in excess of 26% per year in

hyperinflationary economies as explained in USG above.

Unilever Annual Report on Form 20-F 2024 43
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- OUR PERFORMANCE
---

The relationship between USG, UVG and UPG is set out below:

2024 vs 2023 2023 vs 2022 2022 vs 2021
Underlying volume growth (%) 2.9 0.2 (2.1)
Underlying price growth (%) 1.3 6.8 11.3
Underlying sales growth (%) 4.2 7.0 9.0

NON-UNDERLYING ITEMS

Some of our non-GAAP measures are adjusted to exclude items defined as non-underlying. Management considers non-underlying items to be

significant, unusual or non-recurring in nature and so believe that separately identifying them helps users better understand the financial

performance of the Group from period to period.

■Non-underlying items within operating profit are gains or losses on business disposals, acquisition and disposal-related costs, restructuring

costs, impairments and other approved one-off items within operating profit classified here due to their nature and frequency.

■Non-underlying items not in operating profit but within net profit are net monetary gains/(losses) arising from hyperinflationary economies

and significant and unusual items in net finance cost, share of profit/(loss) of joint ventures and associates and taxation.

■Non-underlying items after tax is calculated as non-underlying items within operating profit after tax plus non-underlying items not in

operating profit but within net profit after tax.

Consequently, within underlying operating profit we exclude the following items:

■Restructuring costs are costs that are directly attributable to a restructuring project. Management defines a restructuring project as a

strategic, major initiative that delivers cost savings and materially changes either the scope of the business or the manner in which the

business is conducted.

■Acquisitions and disposal-related costs are costs that are directly attributable to a business acquisition or disposal project.

■Impairment of assets including goodwill, intangible assets, and property, plant and equipment.

■Gains or losses from the disposal of group companies which arise from business disposal projects.

■Other approved one-off items are those additional matters considered by management to be significant and outside the course of normal

operations.

The breakdown of non-underlying items is shown below:

€ million<br><br>2024 € million<br><br>2023 € million<br><br>2022
Non-underlying items within operating profit before tax (1,779) (173) 1,072
Acquisition and disposal-related costs(a) (387) (242) (50)
(Loss)/gain disposal of group companies(b) (406) 489 2,335
Restructuring costs(c) (850) (499) (777)
Impairments(d) (133) (1) (221)
Other (3) 80 (215)
Tax on non-underlying items within operating profit 129 207 273
Non-underlying items within operating profit after tax (1,650) 34 1,345
Non-underlying items not in operating profit but within net profit before tax (155) (153) (164)
Interest related to the UK tax audit of intangible income and centralised services 40 (11) (7)
Net monetary gain arising from hyperinflationary economies (195) (142) (157)
Tax impact of non-underlying items not in operating profit but within net profit, including non-underlying<br><br>tax items 90 12 (121)
Non-underlying items not in operating profit but within net profit after tax (65) (141) (285)
Non-underlying items after tax (1,715) (107) 1,060
Attributable to:
Non-controlling interest 21 (6) (14)
Shareholders' equity (1,736) (101) 1,074

(a)2024 includes a charge of €239 million (2023: €104 million) relating to the revaluation of the minority interest liability of Nutrafol, €54 million related to the Ice Cream separation, and €39

million relating to the acquisition of Yasso.

(b)2024 net loss arises from the disposals of our Russian business, Elida Beauty, Pureit and Qinyuan. This net loss includes a foreign currency translation reserve write-off of €545 million.

2023 includes a gain of €497 million related to the disposal of Suave. 2022 includes a gain of €2,303 million related to the disposal of the global tea business.

(c)In 2024, we announced the launch of a company-wide productivity programme that would impact around 7,500 jobs and support margin improvement through specific interventions over its

duration. The majority of the costs incurred that relate to the productivity programme were for redundancy and are recognised as restructuring in line with our policy. The remaining costs

comprise technology and supply chain projects.

(d)2024 includes an impairment charge of €127 million relating to Blueair, an air purification business. 2022 includes an impairment charge of €192 million relating to Dollar Shave Club.

44 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- OUR PERFORMANCE
---

UNDERLYING OPERATING PROFIT AND

UNDERLYING OPERATING MARGINS

Underlying operating profit and underlying operating margin mean

operating profit and operating margin before the impact of non-

underlying items within operating profit. Underlying operating profit

represents our measure of segment profit or loss as it is the primary

measure used for making decisions about allocating resources and

assessing performance of the segments.

The Group reconciliation of operating profit to underlying operating

profit is as follows:

€ million 2024 2023 2022
Operating profit 9,400 9,758 10,755
Non-underlying items within operating profit 1,779 173 (1,072)
Underlying operating profit 11,179 9,931 9,683
Turnover 60,761 59,604 60,073
Operating margin (%) 15.5 16.4 17.9
Underlying operating margin (%) 18.4 16.7 16.1

Further details on non-underlying items can be found on page 43 of the

consolidated financial statements.

Refer to note 2 on page 146 for the reconciliation of operating profit to

underlying operating profit by division. For each division, operating

margin is computed as operating profit divided by turnover and

underlying operating margin is computed as underlying operating profit

divided by turnover.

UNDERLYING EFFECTIVE TAX RATE

The underlying effective tax rate is calculated by dividing taxation

excluding the tax impact of non-underlying items by profit before tax

excluding the impact of non-underlying items and share of net profit/

(loss) of joint ventures and associates.

This measure reflects the underlying tax rate in relation to profit before

tax excluding non-underlying items before tax and share of net (profit)/

loss of joint ventures and associates.

Tax impact on non-underlying items within operating profit is the sum of

the tax on each non-underlying item, based on the applicable country

tax rates and tax treatment.

This is shown in the table:

€ million 2024 2023
Taxation 2,500 2,199
Tax impact of:
Non-underlying items within operating profit 129 207
Non-underlying items not in operating profit but within<br><br>net profit(a) 90 12
Taxation before tax impact of non-underlying items 2,719 2,418
Profit before taxation 8,869 9,339
Share of net (profit)/loss of joint ventures and associates (255) (231)
Profit before tax excluding share of net profit/(loss) of<br><br>joint ventures and associates 8,614 9,108
Non-underlying items within operating profit before tax(a) 1,779 173
Non-underlying items not in operating profit but<br><br>within net profit before tax 155 153
Profit before tax excluding non-underlying items before<br><br>tax and share of net profit/(loss) of joint ventures and<br><br>associates 10,548 9,434
Effective tax rate (%) 29.0 24.1
Underlying effective tax rate (%) 25.8 25.6

(a)See page 43 for further details.

UNDERLYING EARNINGS PER SHARE

Underlying earnings per share (underlying EPS) is calculated

as underlying profit attributable to shareholders’ equity divided by the

diluted average number of ordinary shares. In calculating underlying

profit attributable to shareholders’ equity, net profit attributable to

shareholders’ equity is adjusted to eliminate the post-tax impact of

non-underlying items. This measure reflects the underlying earnings

for each share unit of the Group.

The reconciliation of net profit attributable to shareholders’ equity to

underlying profit attributable to shareholders’ equity is as follows:

€ million 2024 2023 2022
Net profit 6,369 7,140 8,269
Non-controlling interests (625) (653) (627)
Net profit attributable to shareholders’ equity<br><br>– used for basic and diluted earnings per<br><br>share 5,744 6,487 7,642
Post-tax impact of non-underlying items 1,736 101 (1,074)
Underlying profit attributable to shareholders’<br><br>equity – used for underlying earnings per<br><br>share 7,480 6,588 6,568
Diluted average number of shares (millions<br><br>of share units) 2,507.1 2,532.4 2,559.8
Diluted EPS (€) 2.29 2.56 2.99
Underlying EPS – diluted (€) 2.98 2.60 2.57
Unilever Annual Report on Form 20-F 2024 45
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- OUR PERFORMANCE
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CONSTANT UNDERLYING EARNINGS PER SHARE

Constant underlying earnings per share (constant underlying EPS) is

calculated as underlying profit attributable to shareholders’ equity at

constant exchange rates and excluding the impact of both translational

hedges and price growth in excess of 26% per year in hyperinflationary

economies, divided by the diluted average number of ordinary share

units. This measure reflects the underlying earnings for each ordinary

share unit of the Group in constant exchange rates.

The reconciliation of underlying profit attributable to shareholders’

equity to constant underlying earnings attributable to shareholders’

equity and the calculation of constant underlying EPS is as follows:

€ million 2024 2023
Underlying profit attributable to shareholders’ equity 7,480 6,588
Impact of translation from current to constant exchange<br><br>rates and translational hedges 272 (45)
Impact of price growth in excess of 26% per year in<br><br>hyperinflationary economies(a) (274)
Constant underlying earnings attributable to<br><br>shareholders’ equity 7,478 6,543
Diluted average number of shares (millions of units) 2,507.1 2,532.4
Constant underlying EPS (€) 2.98 2.58

(a)See pages 41 to 42 for further details.

NET DEBT

Net debt is a measure that provides valuable additional information on

the summary presentation of the Group’s net financial liabilities and is

a measure in common use elsewhere.

Net debt is defined as the excess of total financial liabilities, excluding

trade payables and other current liabilities, over cash, cash equivalents

and other current financial assets, excluding trade and other current

receivables, and non-current financial asset derivatives that relate to

financial liabilities.

The reconciliation of total financial liabilities to net debt is as follows:

€ million 2024 2023
Total financial liabilities (32,053) (29,622)
Current financial liabilities (6,987) (5,087)
Non-current financial liabilities (25,066) (24,535)
Cash and cash equivalents as per<br><br>balance sheet 6,136 4,159
Cash and cash equivalents as per cash<br><br>flow statement 5,950 4,045
Add: bank overdrafts deducted therein 180 116
Less: cash and cash equivalents held<br><br>for sale 6 (2)
Other current financial assets 1,330 1,731
Non-current financial assets<br><br>derivatives that relate to financial<br><br>liabilities 68 75
Net debt (24,519) (23,657)

UNDERLYING EARNINGS BEFORE INTEREST,

TAXATION, DEPRECIATION AND AMORTISATION

(UEBITDA)

Underlying earnings before interest, taxation, depreciation and

amortisation means operating profit before the impact of depreciation,

amortisation and non-underlying items within operating profit. We use

UEBITDA in assessing our leverage level, which is expressed as net

debt/UEBITDA. The reconciliation of operating profit to UEBITDA is as

follows:

€ million 2024 2023
Net profit 6,369 7,140
Net finance costs 604 486
Net monetary loss arising from hyperinflationary<br><br>economies 195 142
Share of net profit of joint ventures and associates (255) (231)
Other income/(loss) from non-current investments and<br><br>associates (13) 22
Taxation 2,500 2,199
Operating profit 9,400 9,758
Depreciation and amortisation 1,624 1,578
Earnings before interest, taxes, depreciation and<br><br>amortisation (EBITDA) 11,024 11,336
Non-underlying items within operating profit 1,779 173
Underlying earnings before interest, taxes,<br><br>depreciation and amortisation (UEBITDA) 12,803 11,509
46 Unilever Annual Report on Form 20-F 2024
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- OUR PERFORMANCE
---

FREE CASH FLOW

Free cash flow (FCF) is defined as cash flow from operating activities,

less income taxes paid, net capital expenditure and net interest

payments. It does not represent residual cash flows entirely available

for discretionary purposes; for example, the repayment of principal

amounts borrowed is not deducted from FCF. FCF reflects an

additional way of viewing our liquidity that we believe is useful to

investors because it represents cash flows that could be used for

distribution of dividends, repayment of debt or to fund our strategic

initiatives, including acquisitions, if any.

The reconciliation of cash flow from operating activities to FCF is as

follows:

€ million 2024 2023 2022
Cash flow from operating activities 12,144 11,561 10,089
Income tax paid (2,625) (2,135) (2,807)
Net capital expenditure (1,934) (1,703) (1,627)
Net interest payments (653) (632) (457)
Free cash flow 6,932 7,091 5,198
Net cash flow (used in)/from investing<br><br>activities (625) (2,294) 2,453
Net cash flow used in financing activities (6,941) (7,193) (8,890)

CASH CONVERSION

Unilever defines cash conversion as free cash flow excluding tax on

disposal as a proportion of net profit, excluding P&L on disposal and

income from joint ventures, associates and non-current investments.

This reflects our ability to convert profit to cash.

€ million 2024 2023
Net profit 6,369 7,140
Loss/(gain) on disposal of group companies 406 (489)
Share of net profit of joint ventures and associates (255) (231)
Other (income)/loss from non-current investments and<br><br>associates (13) 22
Tax on gain on disposal of group companies 140 (69)
Net profit excluding P&L on disposals, JV,<br><br>associates, NCI 6,647 6,373
Cash flow from operating activities 12,144 11,561
Free cash flow 6,932 7,091
Cash impact of tax on disposal 111 14
Free cash flow excluding cash impact of tax on<br><br>disposal 7,043 7,105
Cash conversion from operating activities (%) 191 162
Cash conversion (%) 106 111

UNDERLYING RETURN ON INVESTED CAPITAL

Underlying return on invested capital (ROIC) is a measure of the return

generated on capital invested by the Group. The measure provides a

guide rail for long-term value creation and encourages compounding

reinvestment within the business and discipline around acquisitions

with low returns and long payback. Underlying ROIC is calculated as

underlying operating profit after tax divided by the annual average of:

goodwill, intangible assets, property, plant and equipment, net assets

held for sale, inventories, trade and other current receivables, and

trade payables and other current liabilities.

€ million 2024 2023
Operating profit 9,400 9,758
Tax on operating profit(a) (2,726) (2,352)
Operating profit after tax 6,674 7,406
Operating profit 9,400 9,758
Non-underlying items within operating<br><br>profit 1,779 173
Underlying operating profit before tax 11,179 9,931
Tax on underlying operating profit(b) (2,882) (2,545)
Underlying operating profit after tax 8,297 7,386
Goodwill 22,311 21,109
Intangible assets 18,590 18,357
Property, plant and equipment 11,669 10,707
Net assets held for sale 119 516
Inventories 5,177 5,119
Trade and other current receivables 6,011 5,775
Trade payables and other current<br><br>liabilities (16,690) (16,857)
Period-end invested capital 47,187 44,726
Average invested capital for the<br><br>period 45,957 45,487
Return on invested capital (%) 14.5 16.3
Underlying return on invested capital<br><br>(%) 18.1 16.2

(a)Tax on operating profit is calculated as operating profit before tax multiplied by the

effective tax rate of 29.0% (2023: 24.1%), which is shown on page 44.

(b)Tax on underlying operating profit is calculated as underlying operating profit before tax

multiplied by underlying effective tax rate of 25.8% (2023: 25.6%), which is shown on

page 44.

Unilever Annual Report on Form 20-F 2024 47
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- OUR PERFORMANCE
---

UNDERLYING RETURN ON ASSETS

Underlying return on assets is a measure of the return generated on

assets for each Business Group. This measure provides additional

insight on the performance of the Business Groups and assists in

formulating long-term strategies with respect to allocation of capital

across Business Groups. Business Group underlying return on assets

is calculated as underlying operating profit after tax for the Business

Group divided by the annual average of: property, plant and

equipment, net assets held for sale (excluding goodwill and

intangibles), inventories, trade and other current receivables, and trade

payables and other current liabilities for each Business Group. The

annual average is computed by adding the amounts at the beginning

and the end of the calendar year and dividing by two. Where possible,

balances are specifically attributed to each Business Group. For trade

and other current receivables, balances are allocated to Business

Groups in the ratio of annual Business Group turnover to total Unilever

turnover. For trade and other payables, balances are allocated to

Business Groups in the ratio of annual Business Group cost of sales to

total Unilever cost of sales.

€ million Beauty &<br><br>Wellbeing Personal Care Home Care Foods Ice Cream Total
2024
Operating profit 1,970 2,739 1,521 2,599 571 9,400
Tax on operating profit (571) (794) (441) (754) (166) (2,726)
Operating profit after tax 1,399 1,945 1,080 1,845 405 6,674
Operating profit 1,970 2,739 1,521 2,599 571 9,400
Non-underlying items within operating profit (582) (275) (264) (248) (410) (1,779)
Underlying operating profit before tax 2,552 3,014 1,785 2,847 981 11,179
Tax on underlying operating profit (658) (777) (460) (734) (253) (2,882)
Underlying operating profit after tax 1,894 2,237 1,325 2,113 728 8,297
Property, plant and equipment 1,939 2,813 2,131 2,388 2,398 11,669
Net assets held for sale (7) 19 13 25
Inventories 1,243 1,172 738 1,094 930 5,177
Trade and other receivables 1,302 1,347 1,222 1,321 819 6,011
Trade payables and other current liabilities (3,570) (3,569) (3,557) (3,536) (2,458) (16,690)
Period-end assets (net) 914 1,756 553 1,280 1,689 6,192
Average assets for the period (net) 817 1,394 436 995 1,817 5,459
Return on assets (%) 171 140 248 185 22 122
Underlying return on assets (%) 232 161 304 212 40 152
2023
Operating profit 2,209 2,957 1,419 2,413 760 9,758
Tax on operating profit (532) (713) (342) (582) (183) (2,352)
Operating profit after tax 1,677 2,244 1,077 1,831 577 7,406
Operating profit 2,209 2,957 1,419 2,413 760 9,758
Non-underlying items within operating profit (122) 165 (77) (47) (92) (173)
Underlying operating profit before tax 2,331 2,792 1,496 2,460 852 9,931
Tax on underlying operating profit (597) (716) (383) (631) (218) (2,545)
Underlying operating profit after tax 1,734 2,076 1,113 1,829 634 7,386
Property, plant and equipment 1,773 2,340 1,979 1,976 2,639 10,707
Net assets held for sale (31) 15 (16)
Inventories 1,179 1,128 785 1,090 937 5,119
Trade and other receivables 1,208 1,340 1,180 1,279 768 5,775
Trade payables and other current liabilities (3,439) (3,746) (3,626) (3,646) (2,400) (16,857)
Period-end assets (net) 721 1,031 318 714 1,944 4,728
Average assets for the period (net) 880 1,164 421 866 1,910 5,241
Return on assets (%) 191 193 256 211 30 141
Underlying return on assets (%) 197 178 265 211 33 141

OTHER INFORMATION

Accounting standards and critical accounting policies

The consolidated financial statements have been prepared

in accordance with IFRS as adopted by the UK and IFRS as issued by

the International Accounting Standards Board. The accounting policies

are consistent with those applied in 2023 except for the recent

accounting developments as set out in note 1 on pages 142 to 144.

The critical accounting estimates and judgements and those that are

most significant in connection with our financial reporting are set out in

note 1 on pages 142 to 144.

Auditor's report

The Report of Independent Registered Public Accounting Firm issued

by KPMG LLP on the consolidated results of the Group, as set out in

the financial statements, was unqualified and contained no exceptions

or emphasis of matter. For more details, see pages 121 to 137.

2023 financial review

The financial review for the year ended 31 December 2023 can be

found on pages 58 to 64 of our Annual Report and Accounts on Form

20-F filed with the United States Securities and Exchange Commission

on 14 March 2024.

48 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- OUR PERFORMANCE
---
Non-financial performance
Climate Goal 2024 2023 2022
--- --- --- --- ---
Reduce absolute operational GHG emissions (Scope 1 & 2) by<br><br>100% by 2030 from a 2015 baseline(b)(c)(d) -100% -72% -70% -63%
Reduce absolute Scope 3 energy and industrial (E&I) GHG<br><br>emissions by 42% by 2030 from a 2021 baseline(e) -42% -8%
Reduce absolute Scope 3 forest, land and agriculture (FLAG)<br><br>GHG emissions by 30.3% by 2030 from a 2021 baseline(e) -30.3% -14%
Nature Goal 2024 2023 2022
--- --- --- --- ---
Implement Regenerative Agriculture practices on 1 million<br><br>hectares of agricultural land by 2030 1m 0.13m 0.06m 0.05m
Help protect and restore 1 million hectares of natural<br><br>ecosystems by 2030 1m 0.43m 0.29m 0.20m
95% volume of key crops to be verified as sustainably sourced<br><br>by 2030 95% 79% 79% 81%
Maintain no deforestation across our primary deforestation-<br><br>linked commodities(f) 95% 97% 98%
Implement water stewardship programmes in 100 locations in<br><br>water-stressed areas by 2030 100 21 13 8
Plastics Goal 2024 2023 2022
--- --- --- --- ---
Reduce our virgin plastic footprint – by 30% by 2026, and 40%<br><br>by 2028, from a 2019 baseline(a)(c) -30% -23% -21% -21%
100% of our plastic packaging to be reusable,<br><br>recyclable or compostable(a)(b) 100% 57% 53% 55%
by 2030 (for rigids) 100% 76%
by 2035 (for flexibles) 100% 13%
Use 25% recycled plastic in our packaging by 2025(a)(c) 25% 21% 20% 18%
Collect and process more plastic packaging than<br><br>we sell by 2025(a)(c) 100% 93% 68% 61%
Livelihoods Goal 2024 2023 2022
--- --- --- --- ---
Suppliers representing 50% of our procurement spend to sign<br><br>the Living Wage Promise by 2026 50% 32%
Help 250,000 smallholder farmers in our supply chain<br><br>access livelihoods programmes by 2026 0.25m 0.08m
Help 2.5 million SMEs in our retail value chain grow their<br><br>business by 2026(g) 2.5m 2.58m 1.91m 1.83m

(a)The scope of our plastic packaging targets includes plastic packaging in 26 countries, which account for approximately 82% of Unilever’s sales.

(b)2023 and 2022 performance measured for 12-month period ended 30 September.

(c)2023 and 2022 performance restated due to change in measurement methodology. See Sustainability Statement for further details.

(d)Baseline period measured for 12-month period ended 30 September 2015.

(e)Baseline period measured for 12-month period ended 30 September 2021.

(f)2023 performance measured for all commodity volumes ordered for 3-month period October to December, except for palm oil in India measured only for December.

(g)2023 and 2022 performance measured for 3-month period October to December.

Unilever Annual Report on Form 20-F 2024 49
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- OUR PERFORMANCE
---

NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT

Unilever’s Sustainability Statement can be found on pages 222 to 299 of the Annual Report and Accounts. The statement incorporates

requirements for non-financial and sustainability reporting including sections 414CA and 414CB of the Companies Act 2006, the European

Sustainability Reporting Standards (the ESRS) and our Climate Transition Action Plan progress report. It includes our climate-related financial

disclosures, as required by the Financial Conduct Authority Listing Rules 6.6.6R(8), which are consistent with the four recommendations and 11

recommended disclosures of the Task Force on Climate-related Financial Disclosures (TCFD).

The table below is intended to provide our stakeholders with an overview of the non-financial reporting requirements and the content they need

to understand our development, performance, position and the impact of our activities with regards to specified non-financial matters. Our

business model can be found on pages 2 to 5, which identifies our stakeholder groups, and our principal risks can be found on pages 51 to 59.

Further information on these matters can be found on our website and in our Human Rights Report, including relevant policies.

In the following pages, we provide our Section 172 disclosure, our Streamlined Energy and Carbon Reporting disclosure and our employee

gender reporting.

Non-financial matter and relevant<br><br>sections of Annual Report Page reference
Environmental matters, including Climate
■Sustainability Review<br><br>■Climate, including: Task Force on Climate-related Financial<br><br>Disclosures and our Climate Transition Action Plan: Annual<br><br>Progress<br><br>■Pollution<br><br>■Water<br><br>■Biodiversity and Ecosystems<br><br>■Resource Use and Circular Economy ■Governance: pages 65 and 224.<br><br>■Risks and Impacts: pages 36, 51, 227 and 230. This is supported by a<br><br>detailed scenario analysis: pages 235 and 262.<br><br>■Due diligence and policies: pages 225 and 232.<br><br>■Position and performance (including relevant non-financial KPIs):<br><br>pages 36 to 37, 48 and 50, with further details for Climate: pages 246<br><br>to 247, Pollution: page 250, Water: page 253, Biodiversity and<br><br>Ecosystems: page 257, and Resource Use and Circular Economy:<br><br>page 260.<br><br>■Climate Transition Action Plan: Annual Progress is outlined in Climate<br><br>Actions disclosures: pages 240 to 241. For more details, refer to<br><br>www.unilever.com/files/ctap.pdf. Refer to note 1 of the consolidated<br><br>financial statements for further information relating to any<br><br>considerations of physical and transition climate risks on the current<br><br>valuation of our assets and liabilities.<br><br>■Task Force on Climate-related Financial Disclosures, pages 295 to<br><br>296, outlines how our TCFD disclosures are mapped across the<br><br>relevant sections of the Sustainability Statement.
Social and Employee matters, including Human Rights
■Our People & Culture<br><br>■Own Workforce<br><br>■Workers in the Value Chain<br><br>■Affected Communities<br><br>■Consumers and End-Users<br><br>■Approach to Human Rights ■Governance: pages 65, 74, 79, 92 to 93, 224 and 272 to 278.<br><br>■Risks and Impacts: pages 36, 51, 227 and 267.<br><br>■Due diligence and policies: pages 74, 79, 92 to 93, 225 and 270.<br><br>■Position and performance (including relevant non-financial KPIs):<br><br>pages 34, 36, and 48, with further details for Own Workforce: pages<br><br>244 to 278, and for Workers in the Value Chain: pages 279 to 283.<br><br>■Approach to Human Rights: pages 270 to 271.
Business Conduct matters, including anti-corruption and bribery
■Our People & Culture<br><br>■Business Conduct ■Governance: pages 65 and 224.<br><br>■Risks and Impacts: pages 34, 51, 227 and 287.<br><br>■Due diligence and policies: pages 225, 270, 287 and 289.<br><br>■Position and performance (including relevant<br><br>non-financial KPIs): pages 34, 48, 92 to 93, and 289 to 291.<br><br>■Prevention and detection of corruption and bribery: page 289. Our<br><br>Code and Code Policies set out Unilever’s zero-tolerance approach<br><br>towards corruption and bribery. Our partners must adhere to<br><br>Unilever’s anti-corruption and bribery policies, as defined in the<br><br>Responsible Partner Policy.
50 Unilever Annual Report on Form 20-F 2024
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- OUR PERFORMANCE
---

SECTION 172 STATEMENT

Under Section 172 of the UK Companies Act 2006 (‘Section 172’) directors must act in the way that they consider, in good faith, would be most

likely to promote the success of their company. In doing so, our Directors must have regard to stakeholders and the other matters set out in

Section 172. Our Section 172 statement includes the information set out on pages 74 to 77 of the Governance Report. Pages 74 and 75

identifies our key stakeholders and provides examples of how the business engaged with them during 2024, with cross references to the Review

of the Year section for more detail. Pages 76 and 77 details how our Directors have taken steps to understand the needs and priorities of these

stakeholders when setting Unilever’s strategy and taking decisions concerning the business, including by direct engagement or via their

delegated committees and forums. The relevance of each stakeholder group may vary depending on the matter at hand.

STREAMLINED ENERGY AND CARBON REPORTING (SECR)

In line with the requirements set out in the UK Government’s guidance on Streamlined Energy and Carbon Reporting, the table below represents

Unilever’s energy use and associated GHG emissions from electricity and fuel in the UK, calculated with reference to the Greenhouse Gas

Protocol. The scope of this data includes seven manufacturing sites, two logistics sites and eight non-manufacturing sites based in the UK. In

2024, the UK accounted for 4% of our global total Scope 1 and 2 GHG emissions as well as 5% of our global energy use, outlined in the table

below.

See our Climate actions on page 240 for details on energy efficiency measures taken during 2024, and our Gross Scope 1, 2 and 3 emissions,

as well as the Total GHG emissions table on page 244, disclosed in our consolidated Sustainability Statement.

UK operations (thousands kWh) 2024 2023(a)(b) 2022(a)(b)
Biogas 13,350 9,354 13,520
Natural gas 215,052 232,083 249,098
LPG 0 0 937
Fuel oils 666 2,061 1,302
Coal 0 0 0
Electricity 91,543 102,599 132,903
Purchased heat and steam 0 0 0
Total UK energy 320,612 346,097 397,759
Total global energy 6,482,654 6,377,192 7,080,534
Total UK Scope 1 emissions (tonnes CO2e)(c)(e) 24,065 47,014 50,386
UK Scope 1 emissions (kg CO2e) per tonne of production 36 73 64
Total UK Scope 2 emissions (tonnes CO2e)(d)(f) 1,666 1,568 1,421
UK Scope 2 emissions (kg CO2e) per tonne of production 3 2 2

(a)2023 and 2022 measured for 12-month period ended 30 September.

(b)2023 and 2022 data has been restated in line with our improved GHG measurement methodology detailed on page 243 and with ESRS reporting requirements.

(c)Restated from 41,594 kg CO2 in 2023 and 39,545 kg CO2 in 2022.

(d)Restated from 0 kg CO2 in 2023 and 2022.

(e)Certified Biomethane UK Renewable Gas Guarantee's of Origin (RGGOs) purchased for 98,000 MWh.

(f)Scope 2 emissions for grid electricity calculated according to the market-based method.

EMPLOYEE DIVERSITY

As part of our disclosure to comply with the UK Corporate Governance Code 2018 and the Companies Act 2006, the table below shows our

workforce diversity by gender and work level as at 31 December 2024.

2024 2023
Gender statistics Female Male Not reported(c) Female Male Not reported(c)
Board 4 5 0 5 7 0
44% 56% 0% 42% 58% 0%
Unilever Leadership Executive (ULE) 4 9 0 2 11 0
31% 69% 0% 15% 85% 0%
Senior management(a) 31 65 0 29 52 0
32% 68% 0% 36% 64% 0%
Management(b) 8,999 7,472 5 9,468 7,885 3
55% 45% 0% 55% 45% 0%
Total workforce 44,313 75,530 197 47,633 80,718 26
37% 63% 0% 37% 63% 0%

(a)Employees in senior management roles one work level below ULE (based on internal reporting definitions).

(b)Employees in management roles including ULE and senior management.

(c)‘Not reported’ includes those categorised as ’Other’, ‘Unspecified’ or ‘Prefer not to say’.

Employees who are statutory directors of the corporate entities included in this Annual Report and Accounts: 446 (62%) males and 272 (38%)

females (see Group Companies on pages 200 to 210).

Unilever Annual Report on Form 20-F 2024 51
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- Our Principal Risks
---

OUR RISK APPETITE AND APPROACH

TO RISK MANAGEMENT

Risk management is integral to Unilever’s strategy and

the achievement of Unilever’s long-term goals. Our success

as an organisation depends on our ability to identify and exploit the

opportunities generated by our business and in our markets. In doing

this, we take an embedded approach to risk management which puts

risk at the core of the Board agenda, which is where we believe it

should be.

Unilever’s appetite for risk is driven by the following:

■Our growth should be consistent, competitive,

profitable and responsible.

■Our actions on issues such as climate, nature, plastics

and livelihoods must reflect their urgency, and not be constrained by

the uncertainty of potential impacts.

■Our behaviours must be in line with our Code of Business Principles

and Code Policies.

■Our ambition to continuously improve our operational efficiency and

effectiveness.

■Our aim to maintain a minimum A/A2 credit rating on a long-term

basis.

Our approach to risk management is designed to provide reasonable,

but not absolute, assurance that our assets are safeguarded, the risks

facing the business are being assessed and mitigated, and all

information that may be required to be disclosed is reported to

Unilever’s senior management including, where appropriate, the CEO

and CFO.

ORGANISATION

The Board has overall accountability for the management of risks and

opportunities and reviewing the effectiveness of Unilever’s risk

management and internal control systems. The Board has established

a clear organisational structure with well-defined accountabilities for

the principal risks that Unilever faces in the short, medium and long

term. In this structure, the Board has delegated the overall

accountability for risk management to both the CEO and CFO. The

distribution of accountabilities and responsibilities ensures that every

segment (either Business Group or country) through which we operate

has specific resources and processes for risk reviews and risk

mitigation. This is supported by the ULE, which takes active

responsibility for focusing on the principal areas of risk to Unilever,

including any emerging areas of risks. The Board regularly reviews

these risk areas, including consideration of environmental, social and

governance matters, and retains responsibility for determining the

nature and extent of the significant risks that Unilever is prepared to

take to achieve its strategic objectives.

FOUNDATION AND PRINCIPLES

Unilever’s approach to doing business is framed by our purpose and

values (see page 4). Our Code of Business Principles (CoBP) and a

framework of Code Policies that underpins the CoBP set out the

standards of behaviour that we expect all employees to adhere to. The

day-to-day responsibility for ensuring these principles are applied rests

with senior management across Business Groups, geographies

and functions. They are supported by Business Integrity Officers and

Committees who communicate the Code, deliver training, maintain

processes and procedures (including support lines) to report and

respond to alleged breaches, and to capture and communicate

learnings.

For each of our principal risks, we have a risk management framework

detailing the controls we have in place and who is responsible for

managing both the overall risk and the individual controls mitigating

that risk. Unilever’s functional standards define mandatory

requirements across a range of specialist areas such as product safety

and cyber, which are key controls in mitigating these risks.

Our assessment of risk considers short-, medium- and long-term risks,

including how these risks are changing, together with emerging risk

areas. These are reviewed on an ongoing basis, and formally by senior

management and the Board at least once a year.

PROCESSES

Unilever operates a wide range of processes and activities across all

its operations covering strategy, planning, execution and performance

management. Risk management is integrated into every stage. In

2024, for the purposes of compliance with the European Union

Corporate Sustainability Reporting Directive, Unilever completed a

double materiality assessment (DMA) to identify material sustainability

matters. The outcome of the DMA has been reviewed by management

to ensure that these matters are aligned with the principal risks.

ASSURANCE AND RE-ASSURANCE

Assurance on compliance with the Code of Business Principles and

our Code Policies is obtained annually from Unilever management via

a formal Code declaration. In addition, specialist awareness and

training programmes are run throughout the year and vary depending

on the business priorities. An integrated assurance map is maintained

across the principal risks to confirm the mitigation in place through the

three lines of defence. Our Corporate Audit function plays a vital role in

providing to both management and the Board an objective and

independent review of the effectiveness of risk management and

internal control systems throughout Unilever.

BOARD ASSESSMENT OF COMPLIANCE WITH THE

RISK MANAGEMENT FRAMEWORKS

The Board, advised by its committees and subcommittees where

appropriate, regularly review the significant risks and decisions that could

have a material impact on Unilever. These reviews consider the level of risk

that Unilever is prepared to take in pursuit of the business strategy and the

effectiveness of the management controls in place to mitigate the risk

exposure.

The Board, through the Audit Committee, has reviewed the

assessment of risks, internal controls and disclosure controls and

procedures in operation within Unilever. It has also considered the

effectiveness of any remedial actions taken for the year covered by this

Annual Report and Accounts and up to the date of its approval by the

Board.

Details of the activities of the Audit Committee in relation to this can be

found in the Report of the Audit Committee on pages 86 to 90.

Further statements on compliance with the specific risk management

and control requirements in the UK Corporate Governance Code

(2018), the US Securities Exchange Act (1934) and the US Sarbanes-

Oxley Act (2002) can be found on page 80.

52 Unilever Annual Report on Form 20-F 2024
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Principal Risks

Our business is subject to risks and uncertainties. On the following pages, we have identified the risks and opportunities that we regard as the

most material to Unilever’s business and performance at this time.

Our principal risks include risks that could impact our business in the short term (i.e. the next two years), medium term (i.e. the next three to ten

years) or over the longer term (i.e. beyond ten years). As part of our process to review our principal risks, we also consider any additional risks

that could emerge in the future.

Our principal risks have been reviewed and updated as appropriate to reflect the current and relevant risks and opportunities. We have extended

the scope of our existing Climate principal risk to consider those risks relating to nature, of which biodiversity is a subset. We also reflect on

whether we think the level of risk associated with each of our principal risks is increasing or decreasing. There are three principal risks where we

believe there is an increased level of risk compared with last year:

■Business Transformation: we announced the separation of the Ice Cream business and a multi-year productivity programme to strengthen and

simplify our business. The scale and impact of the ongoing transformation requires close monitoring.

■Legal and Regulatory: the increasing regulatory landscape, such as with product formulations, plastic packaging, environmental compliance

and data protection, require us to continually assess the impact on our business and take necessary action.

■Systems and Information: technology is disrupting the way we do business, and we need to accelerate innovation to keep pace with the

developments. The cyber threat landscape has increased in the recent past and continues to remain volatile.

The rapid advancements in generative AI capabilities heightens the risk of misuse, leading to loss of trust and credibility as well as the risk of

legal liability. We have a task force set up to identify and take responsible action as we continue to monitor this as an emerging risk. We

recognise the opportunities brought by AI as part of our principal risks.

If the circumstances in these risks occur or are not successfully mitigated, our cash flow, operating results, financial position, business and

reputation could be materially adversely affected. In addition, risks and uncertainties could cause actual results to vary from those described,

which may include forward-looking statements, or could impact on our ability to meet our targets or be detrimental to our profitability

or reputation.

Risk Risk description Level of risk
Consumer<br><br>preference Our success depends on the value and<br><br>relevance of our brands and products to<br><br>consumers around the world and on our ability<br><br>to innovate and remain competitive.<br><br>Consumer tastes, preferences and behaviours are<br><br>changing more rapidly than ever before. We see a<br><br>growing trend for consumers preferring brands that<br><br>both meet their functional needs and have an<br><br>explicit social or environmental purpose.<br><br>Technological change is disrupting our traditional<br><br>brand communication models. Our ability to<br><br>develop and deploy the right communication, both<br><br>in terms of messaging content and medium is<br><br>critical to the continued strength of our brands.<br><br>We are dependent on creating innovative products<br><br>that continue to meet the needs of our consumers<br><br>in times of economic instability and volatility. We<br><br>also need to be competitive, bringing innovation to<br><br>market with speed in areas such as personalised<br><br>and premium beauty offerings, health and hygiene. No change<br><br>risk double arrow.jpg
Unilever Annual Report on Form 20-F 2024 53
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Risk Risk description Level of risk
--- --- ---
Portfolio<br><br>management Unilever’s strategic investment choices will<br><br>affect the long-term growth and profits of our<br><br>business.<br><br>Unilever’s growth and profitability are determined<br><br>by our portfolio of Business Groups, geographies<br><br>and channels and how these evolve over time. If<br><br>Unilever does not make optimal strategic<br><br>investment decisions, then opportunities for<br><br>growth and improved margin could be missed. No change<br><br>risk double arrow.jpg
Climate and<br><br>nature Tackling climate change-related physical and<br><br>transitional risks and loss of nature is<br><br>important to increase our resilience and future-<br><br>proof our business.<br><br>Climate change is already impacting our business<br><br>in various ways, although there has not been a<br><br>material impact during the year. As it worsens, it is<br><br>likely to increase the frequency and severity of<br><br>extreme weather events such as heat waves,<br><br>hurricanes, floods or droughts.<br><br>Government action to mitigate climate change,<br><br>such as the introduction of carbon taxes, land use<br><br>regulations or product composition regulations<br><br>that restrict or ban certain GHG-intensive<br><br>ingredients, could also impact our business in the<br><br>short term through higher costs or reduced<br><br>flexibility of operations.<br><br>Our business depends on nature, making its loss<br><br>a significant risk. Intensive agricultural practices,<br><br>land conversion and rising temperatures could<br><br>lead to loss of biodiversity and ecosystems. This<br><br>could in turn lead to reduction in crop yield and<br><br>therefore increase in prices for scarce resources.<br><br>Deforestation poses a particular risk to<br><br>our business, both reputational and to our supply<br><br>chain. Land use regulations to conserve and<br><br>expand forest land could reduce land available in<br><br>the short term for agricultural produce, which<br><br>could result in increase in raw material prices.<br><br>Water is a critical resource to grow agricultural<br><br>produce, and for both the manufacturing and<br><br>consumer use of our products. Water scarcity can<br><br>therefore impact our agricultural sourcing and our<br><br>operations as well as reducing consumer demand<br><br>for products that require water in their use phase. No change<br><br>risk double arrow.jpg
54 Unilever Annual Report on Form 20-F 2024
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Risk Risk description Level of risk
--- --- ---
Plastic<br><br>packaging We use a significant amount of plastic<br><br>to package our products. A reduction in<br><br>the amount of virgin plastic we use and<br><br>an increase in the recyclability of our<br><br>packaging are critical to delivering<br><br>a sustainable business.<br><br>Both consumer and customer responses to the<br><br>environmental impact of plastic waste and<br><br>emerging regulations by governments to tax or<br><br>ban the use of certain plastics requires us to find<br><br>solutions to reduce the amount of plastic we use<br><br>and increase the amount of packaging which is<br><br>recyclable. We are also dependent on the work of<br><br>our industry partners to create and improve<br><br>recycling infrastructure throughout the world.<br><br>Besides the overarching risk of consumer and<br><br>customer acceptance of the new materials, there<br><br>is a risk around finding appropriate replacement<br><br>materials that do not have trade-offs on<br><br>functionality, performance and safety. Due to high<br><br>demand and the green premium, the<br><br>cost of recycled plastic or other alternative<br><br>packaging materials could significantly increase in<br><br>the foreseeable future and this could impact our<br><br>business performance. In addition, we are also<br><br>exposed to higher costs as a result of taxes or<br><br>fines if we are unable to comply with plastic<br><br>regulations. For instance, the Extended Producer<br><br>Responsibility (EPR) regulations in some markets<br><br>adds an obligation on Unilever to take<br><br>responsibility for the entire lifecycle of our<br><br>products, including end-of-life disposal<br><br>and recycling, which could again impact<br><br>our profitability and reputation. No change<br><br>risk double arrow.jpg
Customer and<br><br>channel Successful customer relationships are vital to<br><br>our business and continued growth.<br><br>Maintaining strong relationships with our existing<br><br>customers while building relationships with new<br><br>customers is critical to our success because we<br><br>believe customers are the gateway to shoppers<br><br>and consumers.<br><br>To mitigate risks and ensure sustainable growth,<br><br>we aim to strengthen our existing customer<br><br>channels while strategically expanding into growth<br><br>channels, particularly digital commerce, which<br><br>remains a critical channel for growth.<br><br>The strength of our customer relationships impacts<br><br>our ability to land our strategic pricing and<br><br>competitive trade terms. Failure to maintain strong<br><br>relationships with customers could negatively<br><br>impact our terms of business with affected<br><br>customers and reduce the availability of our<br><br>products to consumers. No change<br><br>risk double arrow.jpg
Unilever Annual Report on Form 20-F 2024 55
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Risk Risk description Level of risk
--- --- ---
Talent A skilled workforce and agile ways of working<br><br>are essential for the continued success of our<br><br>business.<br><br>With the rapidly changing nature of work and skills,<br><br>there is a risk that our workforce is not equipped<br><br>with the skills required for the new environment.<br><br>Our ability to attract, develop and retain a diverse<br><br>range of skilled people is critical if we are to<br><br>compete and grow effectively. This is especially<br><br>true in our key emerging markets where there can<br><br>be a high level of competition for a limited talent<br><br>pool.<br><br>The loss of management or other key personnel or<br><br>the inability to identify, attract and retain qualified<br><br>personnel could make it difficult to manage the<br><br>business and could adversely affect operations<br><br>and financial results. No change<br><br>risk double arrow.jpg
Business<br><br>operations Our business depends on purchasing<br><br>materials, efficient manufacturing and<br><br>the timely distribution of products to<br><br>our customers.<br><br>Our supply chain network is exposed to potentially<br><br>adverse events such as geopolitical sanctions,<br><br>physical disruptions, trade restrictions and tariffs or<br><br>disruptions at a key supplier, which could impact<br><br>our ability to deliver orders to our customers.<br><br>Geopolitical tensions have continued to challenge<br><br>our supply chain in 2024.<br><br>Maintaining manufacturing operations<br><br>while adhering to changing local regulations and<br><br>meeting enhanced health and safety standards<br><br>has proven possible but has required significant<br><br>management. In addition, ensuring the operation<br><br>of a global logistics network for both input<br><br>materials and finished goods continues to present<br><br>challenges and requires continued focus<br><br>and flexibility.<br><br>The cost of our products is being affected by the<br><br>cost of the underlying commodities and materials<br><br>from which they are made. Fluctuations in these<br><br>costs cannot always be passed on to the<br><br>consumer through pricing and will need to be<br><br>carefully managed. No change<br><br>risk double arrow.jpg
56 Unilever Annual Report on Form 20-F 2024
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Risk Risk description Level of risk
--- --- ---
Safe and<br><br>high-quality<br><br>products The quality and safety of our products are of<br><br>paramount importance for our brands and our<br><br>reputation.<br><br>The increasing laws and regulations concerning<br><br>product formulation and use of ingredients of<br><br>concern can lead to litigation and therefore impact<br><br>financial performance and reputation.<br><br>The risk that raw materials are accidentally or<br><br>maliciously contaminated throughout the supply<br><br>chain or that product defects occur due to human<br><br>error, equipment failure or other factors cannot be<br><br>excluded.<br><br>Labelling errors can have potentially serious<br><br>consequences for both consumer safety and brand<br><br>reputation. Therefore, on-pack labelling needs to<br><br>provide clear and accurate ingredient information<br><br>in order that consumers can make informed<br><br>decisions regarding the products they buy. No change<br><br>risk double arrow.jpg
Systems and<br><br>information Unilever’s operations are increasingly<br><br>dependent on IT systems and safeguarding the<br><br>confidentiality, integrity of data and the<br><br>management of information.<br><br>The cyber-attack threat of unauthorised access<br><br>and misuse of sensitive information or disruption to<br><br>operations continues to increase. Unilever has in<br><br>the past been, and expects to be the subject of<br><br>cyber security attacks. Such an attack inhibits our<br><br>business operations in a number of ways,<br><br>including disruption to sales, production and cash<br><br>flows, ultimately impacting our results. However,<br><br>none of these attacks have had a material impact<br><br>during the year.<br><br>In addition, increasing digital interactions with<br><br>customers, suppliers and consumers place ever<br><br>greater emphasis on the need for secure and<br><br>reliable IT systems and infrastructure and careful<br><br>management of the information that is in our<br><br>possession to ensure data privacy. Increase<br><br>risk increase arrow.jpg
Unilever Annual Report on Form 20-F 2024 57
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Risk Risk description Level of risk
--- --- ---
Business<br><br>transformation Successful execution of business<br><br>transformation projects is key to<br><br>delivering their intended business<br><br>benefits and avoiding disruption to<br><br>other business activities.<br><br>In 2024, we announced the separation of our Ice<br><br>Cream business and the launch of a major<br><br>productivity programme to accelerate our Growth<br><br>Action Plan (GAP).<br><br>As a result of the separation of Ice Cream, we<br><br>recognise the heightened risk of operational<br><br>disruption that could result in higher costs and<br><br>impact our performance.<br><br>We also recognise the risks in managing business<br><br>continuity associated with the productivity<br><br>programme due to the pace of change and<br><br>operating model, which could disrupt our growth<br><br>momentum and our ability to unlock and realise<br><br>planned benefits.<br><br>We are also continually engaged in acquisitions<br><br>and disposals that could strengthen our portfolio<br><br>and capabilities. Any potential challenges during<br><br>integration could lead to financial exposure.<br><br>Continued digitalisation of our business models<br><br>and processes, together with enhancing data<br><br>management capabilities, is a critical part of our<br><br>transformation. Advancements in artificial<br><br>intelligence (AI) capabilities, with the evolution of<br><br>generative AI, provides opportunities to become<br><br>efficient and effective in consumer insights,<br><br>demand creation, customer and channel<br><br>management, and operations. We see these as<br><br>opportunities to step up our growth, unlock<br><br>productivity and accelerate cultural<br><br>transformation. Increase<br><br>risk increase arrow.jpg
Economic<br><br>and political<br><br>instability Adverse economic conditions may affect one<br><br>or more countries, regions or may extend<br><br>globally. Economic and political instability<br><br>impacts consumer demand for our products,<br><br>disrupts sales operations and/or impacts the<br><br>profitability of our operations.<br><br>In 2024, organisations have continued to see<br><br>geopolitical and economic volatility leading to<br><br>significant disruption to supply chain and logistics,<br><br>including consumer boycotts impacting parts of the<br><br>business.<br><br>Government actions such as trade and economic<br><br>sanctions, foreign exchange or price controls can<br><br>impact on the growth and profitability of our local<br><br>operations.<br><br>Unilever has more than half of its turnover<br><br>in emerging markets, which can offer<br><br>greater growth opportunities but also exposes<br><br>Unilever to related economic and political volatility. No change<br><br>risk double arrow.jpg
58 Unilever Annual Report on Form 20-F 2024
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Risk Risk description Level of risk
--- --- ---
Treasury and tax Unilever is exposed to a variety of external<br><br>financial risks in relation to Treasury and Tax.<br><br>The relative value of currencies can<br><br>fluctuate widely and could have a<br><br>significant impact on business results. Further,<br><br>because Unilever consolidates its financial<br><br>statements in euros, it is subject to exchange risks<br><br>associated with the translation of the underlying<br><br>net assets and earnings of its foreign subsidiaries.<br><br>We are also subject to the imposition of exchange<br><br>controls by individual countries or economic<br><br>sanctions, which could limit our ability to import<br><br>materials paid in foreign currency or to<br><br>remit dividends to the parent company.<br><br>A material shortfall in our cash flow could<br><br>undermine Unilever’s credit rating, impair investor<br><br>confidence and restrict Unilever’s ability to raise<br><br>funds. In times of financial crisis, there is a further<br><br>risk that we may not be able to raise funds due to<br><br>market illiquidity.<br><br>We are exposed to counter-party risks with banks,<br><br>suppliers and customers, which could result in<br><br>financial losses.<br><br>Tax is a complex and evolving area where laws<br><br>and their interpretation are changing regularly,<br><br>leading to the risk of unexpected tax exposures.<br><br>International tax reform remains a key focus of<br><br>attention. No change<br><br>risk double arrow.jpg
Ethical Unilever’s brands and reputation are valuable<br><br>assets and the way in which we operate,<br><br>contribute to society and engage with the<br><br>world around us is always under scrutiny both<br><br>internally and externally.<br><br>Acting in an ethical manner, consistent with the<br><br>expectations of customers, consumers and other<br><br>stakeholders, is essential for the protection of the<br><br>reputation of Unilever and its brands.<br><br>Our ethical approach is grounded in our<br><br>commitment to embed respect for human rights<br><br>throughout our business, in line with the United<br><br>Nations Guiding Principles on Business and<br><br>Human Rights.<br><br>The safety of our employees and the people and<br><br>communities we work with is critical. Failure to<br><br>meet these high standards could impact our<br><br>reputation and business results. No change<br><br>risk double arrow.jpg
Unilever Annual Report on Form 20-F 2024 59
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Risk Risk description Level of risk
--- --- ---
Legal and<br><br>regulatory Compliance with laws and regulations is<br><br>an essential part of Unilever’s business<br><br>operations.<br><br>Unilever is subject to national and regional laws and<br><br>regulations in diverse areas such as to<br><br>environmental compliance (e.g. greenwashing),<br><br>product and ingredient safety, chemicals<br><br>management, product claims, trademarks,<br><br>copyright, patents, competition, health and safety,<br><br>data privacy, corporate governance, anti-bribery<br><br>and anti-corruption, listing and disclosure, human<br><br>rights due diligence, employment and taxes.<br><br>Changes to these laws and regulations, as well as<br><br>introduction of new laws and regulations, could<br><br>have a material impact on the cost of doing<br><br>business.<br><br>Failure to comply could expose Unilever to civil<br><br>and/or criminal enforcement actions or litigation<br><br>leading to damages, fines and criminal sanctions<br><br>against us and/or our employees with possible<br><br>consequences for our corporate reputation. Increase<br><br>risk increase arrow.jpg
60 Unilever Annual Report on Form 20-F 2024
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Viability statement

The Directors have reviewed the long-term prospects of the Group in

order to assess its viability. This review incorporated the activities and

key risks of the Group together with the factors likely to affect the

Group’s future development, performance, financial position, cash

flows, liquidity position and borrowing facilities as described on pages

1 to 47. In addition, we describe in notes 15 to 18, on pages 169 to

184, the Group’s objectives, policies and processes for managing

its capital, its financial risk management objectives, details of its

financial instruments and hedging activities, and its exposures to credit

and liquidity risk. Unilever announced the separation of the Ice Cream

business, which is expected to be completed by the end of 2025. This

falls within the period covered by the viability statement. The Directors

have therefore considered the ability of the Group to continue in its

current form (i.e. scenario where the separation does not happen), as

well as the viability of the Group if the separation completed

as planned.

ASSESSMENT

In order to report on the long-term viability of the Group, the Directors

reviewed the overall funding capacity and headroom available to

withstand severe events and carried out a robust assessment of the

principal risks facing the Group, including those that would threaten its

business model, future performance, solvency or liquidity. This includes

consideration of external factors such as the impact of climate change,

changing consumer preference and slowdown in economic growth.

The assessment considers the separation of the Ice Cream business in

2025 and also a possibility that the existing business continues over the

assessment period. We have also reviewed the mitigating factors in

respect of each principal risk. The risks are summarised on pages 52 to 59.

The viability assessment has three parts:

■First, the Directors considered the period over which they have a

reasonable expectation that the Group will continue to operate and

meet its liabilities;

■Second, they considered the current debt facilities and debt

headroom over the viability period, assuming that any debt maturing

can be re-financed at commercially acceptable terms; and

■Third, they considered the potential impact of severe but plausible

scenarios over this period considering both possibilities that the

existing business continues over this period as well as the

separation of the Ice Cream business in 2025:

■assessing scenarios for each individual, the principal risks, and

their impact on profits and cash, and

■assessing scenarios that involve more than one principal risk

including the following multi-risk scenarios:

Multi-risk scenarios modelled Level of severity reviewed Link to principal risk
Contamination issue with one of our brands<br><br>caused by regulated ingredients and the<br><br>temporary closure of three of our largest<br><br>factories. Significant reduction in sales for some of the Business<br><br>Groups along with percolating impact on other brands<br><br>and closure of three of our largest factories for a<br><br>period of six months. ■Safe and high-quality products<br><br>■Consumer preference<br><br>■Business operations
Increasing geopolitical tensions leading to<br><br>subdued macroeconomic scenario and<br><br>impacting consumer demand coupled with<br><br>failure to find alternatives to plastic packaging,<br><br>resulting in both consumers moving away and<br><br>higher costs. Loss of turnover due to change in consumer<br><br>preference and increasing costs due to plastic-related<br><br>taxes and levies. ■Economic and political instability<br><br>■Plastic packaging
Climate change-related extreme weather<br><br>events impacting crop yield and failure to<br><br>capitalise on changing consumer perceptions<br><br>and demands. Extreme rain and drought impacting agricultural<br><br>produce and crop yield, leading to increase in costs<br><br>and failure to capitalise on consumer needs, resulting<br><br>in turnover loss. ■Climate and nature<br><br>■Business operations<br><br>■Consumer preference
Cyber-attack causing a sustained shutdown of<br><br>manufacturing systems and the impact on profit<br><br>if management failed to deliver a major<br><br>transformation project. Loss of confidence from our customers and<br><br>consumers, reputational damage resulting in loss of<br><br>turnover coupled with additional costs to mitigate the<br><br>impact of cyber-attack. ■Systems and information<br><br>■Business transformation
Unilever Annual Report on Form 20-F 2024 61
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FINDINGS

■Firstly, a three-year period is considered appropriate for this viability

assessment because it is the period covered by the strategic plan;

and it enables a high level of confidence in assessing viability, even

in extreme adverse events, due to factors such as:

■the Group has considerable financial resources together with

established business relationships with many customers and

suppliers in countries throughout the world;

■high cash generation by the Group’s operations and access to the

external debt markets;

■flexibility of cash outflow with respect to significant marketing

programmes and capital expenditure projects which usually have

a two- to three-year horizon; and

■the Group’s diverse product and geographical activities which are

impacted by continuously evolving technology and innovation.

■Secondly, the Group’s debt headroom and funding profile

was assessed. None of the future outlooks considered resulted in

significant liquidity headroom issues, primarily because:

■the Group has a healthy balance of short-term and long-term debt

programmes, with repayment profiles ensuring short-term commercial

paper maturities do not exceed €0.5 billion in any given week and

long-term debt maturities do not exceed €4.0 billion in any given

calendar year; and

■the Group has the equivalent of €7.6 billion in committed credit

facilities with a maturity of 364 days which are used for backing up

our commercial paper programmes.

■Thirdly, for each of our 14 principal risks, worst-case plausible

scenarios have been assessed together with

multi-risk scenarios. Although, it is highly unlikely that all

the individual risks would occur together at once, none of the

scenarios reviewed, either individually or in aggregate would cause

Unilever to cease to be viable.

CONCLUSION

On the basis described above, the Directors have a reasonable

expectation that the Group, with or without the separation of the Ice

Cream business, will be able to continue in operation and meet its

liabilities as they fall due over the three-year period of their

assessment.

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62 Unilever Annual Report on Form 20-F 2024
Governance Report
--- ---
64 Governance Report Overview
66 Board of Directors
68 Unilever Leadership Executive (ULE)
70 Operation of the Board
78 Additional Information
81 Report of the Nominating and Corporate
Governance Committee
86 Report of the Audit Committee
91 Report of the Corporate Responsibility Committee
95 Directors’ Remuneration Report

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Unilever Annual Report on Form 20-F 2024 63
64 Unilever Annual Report on Form 20-F 2024
--- ---
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- Governance Report Overview
---

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Our strong corporate governance<br><br>informs all of our operations<br><br>including the GAP 2030. Details<br><br>of our Board and Senior Executive<br><br>governance structures are set<br><br>out in this Governance Report,<br><br>together with key matters arising<br><br>in the year.
Ian Meakins<br><br>Chair

INTRODUCTION AND UNILEVER’S STRUCTURE

The corporate governance statement for Unilever PLC (Unilever) is presented below. The following pages outline the Governance Structure,

introduce the members of our Board, and highlight the Unilever Leadership Executive (ULE). Details on the Board’s operations and key activities

throughout the year are provided. Relationships with stakeholders are also discussed, with cross references to the Strategic Report on pages 2

to 61. Additionally, statutory information required across the jurisdictions where Unilever is listed is included.

Unilever PLC, incorporated in England and Wales in 1894, is the parent company of the Unilever Group. Unilever’s shares are traded through its

Equity Shares (Commercial Companies) category listing on the London Stock Exchange (ULVR) and its listing on the Amsterdam Exchange Index

on Euronext (UNA). Unilever’s shares are also traded on the New York Stock Exchange (UL) in the form of American Depositary Shares, with one

American Depositary Share representing one Unilever ordinary share. Unilever publishes financial information on a quarterly basis and these reports

can be found at www.unilever.com/investors. Details of the quarterly dividends for the financial year ended 31 December 2024 and other shareholder

information can be found on page 159. Unilever’s significant subsidiaries are set out in note 27 on page 191 and Unilever’s subsidiaries are set out on

pages 200 to 210.

The Board of Unilever has implemented standards of corporate governance and disclosure policies<br><br>applicable to a UK incorporated company, with listings in London, Amsterdam and New York.
Application of the provisions of the 2018 UK Corporate Governance Code (the ‘Code’)
In respect of the year ended 31 December 2024, Unilever was subject to the Code (available from www.frc.org.uk). Unilever will adopt the<br><br>requirements of the new UK Corporate Governance Code 2024 in respect of reporting years from 1 January 2025 onwards. The Board is<br><br>pleased to confirm that Unilever applied the principles and complied with all the provisions of the Code throughout 2024. Further information<br><br>on compliance with the Code can be found as follows:

Board leadership and Company purpose page
Long-term value and sustainability 88, 93
Culture 34-35, 73
Shareholder engagement 72
Other stakeholder engagement 74-75
Conflicts of interest 71-72
Role of the Chair 70
Division of responsibilities
Non-Executive Directors 70-71
Independence 71
Composition, succession and evaluation
Appointments and succession planning 82
Skills, experience and knowledge 84
Length of service 85
Evaluation 72
Diversity 83 Audit, risk and internal control page
--- ---
Committee 87
Integrity of financial statements 87
Fair, balanced and understandable 88
Risk management and internal controls 89
External auditors 89
Principal and emerging risks 89
Remuneration
Policies and practices 95-117
Link to strategy 102
Independent judgement and discretion 95
Unilever also complied with the Listing Standards of<br><br>the New York Stock Exchange applicable to foreign<br><br>private issuers.<br><br><br><br>Please see page 80 for further information.
Unilever Annual Report on Form 20-F 2024 65
--- ---
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- UNILEVER’S GOVERNANCE FRAMEWORK
---

UNILEVER’S GOVERNANCE STRUCTURE

The Board has ultimate responsibility for the development of strategy,

material acquisitions and divestments, material capital expenditure, the

Company’s capital structure and other financing matters, oversight of

policies, procedures and internal controls, and setting and monitoring

the Group’s culture and promoting ethical behaviour. The Board

discharges some of its responsibilities directly and others through

four principal Committees: the Nominating and Corporate Governance

Committee, the Audit Committee, the Compensation Committee and

the Corporate Responsibility Committee, as well as two management

committees: the Global Code and Policy Committee and the Disclosure

Committee. A summary of the remit of each Committee is set out below

and further details are provided in the Governance of Unilever. The

Reports of each of these Committees can be found on pages 81, 86,

91 and 95. The Report of the Audit Committee includes a description of

the risk management and internal control arrangements for the Group.

The Unilever Leadership Executive (ULE) supports the CEO in his

work and members of the ULE attend Board meetings on relevant

items by invitation (see below and on page 70).

The formal powers of the Board are set out in the Articles of

Association of Unilever PLC. The Articles of Association and the

Governance of Unilever can be found at www.unilever.com/investors/

corporate-governance.

BOARD<br><br>The Board’s primary role is to ensure the long-term sustainable success<br><br>of Unilever for the mutual benefit of all our stakeholders
Board Committees provide independent oversight and rigorous challenge
Nominating<br><br>and Corporate<br><br>Governance Committee<br><br>(NCGC) Audit<br><br>Committee (AC) Corporate<br><br>Responsibility<br><br>Committee (CRC) Compensation<br><br>Committee (CC)
Reviews the composition of<br><br>the Board and Committees<br><br>and makes recommendations<br><br>to the Board on suitable<br><br>candidates for appointment<br><br>to the Board and<br><br>Committees.<br><br>Assists the Board on Board<br><br>and senior management<br><br>succession planning,<br><br>including appointments to the<br><br>ULE, conflicts of interest and<br><br>independence. Monitors the integrity of<br><br>Unilever’s financial<br><br>statements and sustainability<br><br>reporting. Ensures the<br><br>effectiveness of the internal<br><br>audit function, internal<br><br>controls and risk<br><br>management processes, and<br><br>manages the relationship<br><br>with the external auditor. Considers policies for<br><br>Unilever’s conduct as a<br><br>responsible and ethical<br><br>global business. Reviews<br><br>sustainability-related risks<br><br>and reputational matters, and<br><br>provides guidance and<br><br>recommendations<br><br>to the Board on<br><br>sustainability and<br><br>reputational matters. Determines the remuneration<br><br>framework/policy for<br><br>the Executive Directors and<br><br>ULE. Considers alignment<br><br>with regulation, market<br><br>practice and principles of<br><br>good governance and<br><br>ensures remuneration is<br><br>linked to corporate and<br><br>individual performance.<br><br>Reviews remuneration-<br><br>related workforce policies<br><br>and practices.
CEO & ULE<br><br>The CEO, supported by the ULE, is responsible for ensuring delivery of the Group's strategy, business plans and financial<br><br>performance.
Disclosure Committee<br><br>Responsible for overseeing the accuracy, materiality and<br><br>timeliness of disclosure of financial, non-financial and other<br><br>public announcements. Also evaluates and oversees the<br><br>adequacy of Unilever's disclosure controls and procedures. Global Code and Policy Committee<br><br>Responsible for ensuring that all employees of Unilever and<br><br>third parties working with or on behalf of Unilever do so in<br><br>compliance with the requirements of Unilever's<br><br>Code of Business Principles.
Unilever PLC’s Articles of Association,<br><br>its principal constitutional document,<br><br>were adopted on 1 May 2024. The Articles<br><br>may only be amended by a special<br><br>resolution of shareholders. The Governance of Unilever, dated 1 January<br><br>2025, sets out a comprehensive summary of how the<br><br>Board operates and the terms of reference for the<br><br>Committees. The Governance of Unilever is reviewed<br><br>and updated regularly by Board resolution.
--- ---
66 Unilever Annual Report on Form 20-F 2024
--- ---
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- Board of Directors
---
Ian Meakins
---
Chair and Non-Executive Director
Nationality British    Age 68
Appointed 1 September 2023
Appointed Chair 1 December 2023
Current external appointments
Compass Group plc (Chair).
Previous experience
Rexel SA (Chair); Ferguson plc (CEO); Travelex<br><br>Holdings Ltd (CEO); Alliance UniChem (CEO).
Andrea Jung
Vice Chair/Senior Independent Director
Nationality American/Canadian
Age 65
Appointed May 2018
Chair of CC and member of NCGC
Current external appointments
Apple, Inc. (NED); Wayfair, Inc. (NED);<br><br>Rockefeller Capital Management<br><br>(Director); Grameen America, Inc.<br><br>(President and CEO).
Previous experience
Avon Products, Inc. (CEO); General Electric<br><br>(Board member); Daimler AG (Board member).
Susan Kilsby
Non-Executive Director
Nationality American/British  Age 65
Appointed August 2019
Chair of CRC and member of AC
Current external appointments
COFRA Holding AG (NED); Fortune<br><br>Brands Innovations (Chair); Diageo plc<br><br>(SID); UK Takeover Panel.
Previous experience
NHS England (NED); BBA Aviation (SID); BHP<br><br>plc (SID); L’Occitane International (NED);<br><br>Keurig Green Mountain (NED); Coca-Cola HBC<br><br>AG (NED); Goldman Sachs International<br><br>(NED); Shire plc (Chair); Credit Suisse,<br><br>Mergers & Acquisitions, EMEA (Chair). Fernando Fernandez
---
CEO
Nationality Argentinian   Age 58
Appointed Director 1 January 2024
Appointed CEO 1 March 2025
Current external appointments
None.
Previous experience
CFO; Beauty & Wellbeing (President); Latin<br><br>America (EVP); Brazil (EVP); Philippines (SVP);<br><br>Global Hair Care (SVP).
Adrian Hennah
Non-Executive Director
Nationality British    Age 67
Appointed November 2021
Chair of AC and member of NCGC
Current external appointments
J Sainsbury plc (NED); Oxford Nanopore<br><br>Technologies plc (NED); Council of<br><br>Imperial College, London (Independent<br><br>member).
Previous experience
Reckitt Benckiser Group plc (Executive Director<br><br>& CFO); RELX plc (NED).
Hein Schumacher served as Unilever<br><br>PLC CEO during 2024, having been<br><br>initially appointed on 1 July 2023. He<br><br>stood down as a director and as CEO<br><br>with effect from 1 March 2025.

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The Board has ultimate responsibility for the management, general affairs,

culture, direction, performance and long-term success of Unilever.

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Unilever Annual Report on Form 20-F 2024 67
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- BOARD OF DIRECTORS
---
Ruby Lu
---
Non-Executive Director
Nationality Chinese    Age 54
Appointed November 2021
Member of AC and CRC
Current external appointments
Uxin Limited (NED); Yum China Holdings,<br><br>Inc. (NED); Volvo Car AB (Board<br><br>member).
Previous experience
iKang Healthcare Group (NED); BlueCity<br><br>Holdings Limited (NED).
Nelson Peltz
Non-Executive Director
Nationality American    Age 82
Appointed July 2022
Member of CC
Current external appointments
Madison Square Garden Sports Corp.<br><br>(NED); Trian Fund Management L.P.<br><br>(CEO & Founding Partner).
Previous experience
The Wendy's Company (Non-Executive Chair);<br><br>Legg Mason, Inc. (NED); Janus Henderson<br><br>Group plc (NED); Invesco Ltd (NED); The<br><br>Procter & Gamble Company (NED); Sysco<br><br>Corporation (NED); Ingersoll Rand plc (NED);<br><br>H.J. Heinz Company (NED); Triarc Companies,<br><br>Inc. (CEO & Chair).
Zoe Yujnovich
Non-Executive Director
Nationality Australian/British    Age 50
Appointed March 2025
Member of NCGC and CRC
Current external appointments
Shell plc (Integrated Gas and Upstream<br><br>Director).
Previous experience
Rio Tinto (President & CEO of the Iron Ore<br><br>Company of Canada). Judith McKenna
---
Non-Executive Director
Nationality British/American    Age 58
Appointed March 2024
Member of CC and CRC
Current external appointments
Delta Air Lines, Inc. (NED).
Previous experience
Walmart International (President & CEO);<br><br>Walmart US (EVP & COO); Walmex (Chair);<br><br>Flipkart (Director & Compensation Committee<br><br>Chair); PhonePe (Director & Compensation<br><br>Committee Chair).
Benoît Potier
Non-Executive Director
Nationality French    Age 67
Appointed January 2025
Member of AC and CRC
Current external appointments
Air Liquide (Chair of the Board); Siemens<br><br>AG (NED, Supervisory Board).
Previous experience
Air Liquide (CEO); Danone (NED);<br><br>Michelin (NED).

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Changes to the Board effective 1 January 2025

Benoît Potier joined the Board as a Non-Executive Director.

Changes to the Board effective 1 March 2025

Zoe Yujnovich joined the Board as a Non-Executive Director.

Fernando Fernandez was appointed CEO.

Changes to the Board announced 5 February 2025

Andrea Jung will not stand for re-election at the 2025 AGM.

Key

NCGC is the Nominating and Corporate Governance Committee

AC is the Audit Committee

CC is the Compensation Committee

CRC is the Corporate Responsibility Committee

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68 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- Unilever Leadership Executive (ULE)
---

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Fernando Fernandez
CEO
Nationality Argentinian     Age 58
Joined ULE April 2022
Joined Unilever 1988
Additional biographical information can be<br><br>found on page 66.
Eduardo Campanella
Business Group President, Home Care
Nationality Brazilian    Age 44
Joined ULE January 2024
Joined Unilever 2003
Current external appointments
None.
Previous experience
Home Care (Chief Marketing Officer); Home Care<br><br>Latin America & Brazil (VP); Personal Care (VP<br><br>and Digital Champion Mexico & Caribbean);<br><br>Personal Care (Marketing Director and Digital<br><br>Champion Brazil); Ice Cream (Regional Marketing<br><br>Director); Hair Care (Marketing Manager);<br><br>Spreads (Regional Marketing Manager).
Fabian Garcia
Business Group President,<br><br>Personal Care
Nationality American    Age 65
Joined ULE January 2020
Joined Unilever 2020
Current external appointments
Wells Fargo Corporation (Board member);<br><br>Council on Foreign Relations in the US<br><br>(member).
Previous experience
Unilever North America (President); Revlon<br><br>(President & CEO); Colgate-Palmolive (COO,<br><br>President of the Asia/Pacific Division, EVP Latin<br><br>America); P&G (President of Asia Pacific<br><br>Fragrance & Beauty Category, General Manager<br><br>of Taiwan, General Manager of Max Factor,<br><br>Japan); Kimberly-Clark Corporation (NED); Arrow<br><br>Electronics (NED). Esi Eggleston Bracey
---
Chief Growth & Marketing Officer
Nationality American    Age 54
Joined ULE April 2022
Joined Unilever 2018
Current external appointments
Williams-Sonoma, Inc. (NED).
Previous experience
Six Flags Entertainment Corporation (NED);<br><br>Unilever USA (President); Unilever North<br><br>America Personal Care (CEO); Unilever North<br><br>America Beauty & Personal Care (EVP &<br><br>COO); Coty (President, Consumer Beauty);<br><br>P&G (SVP & General Manager, Global<br><br>Cosmetics).
Reginaldo Ecclissato
President, 1 Unilever Markets
Nationality Brazilian/Italian   Age 56
Joined ULE January 2022
Joined Unilever 1991
Current external appointments
Unilever Fima, Lda. (Board member); Gallo<br><br>Worldwide, Lda. (Board member).
Previous experience
IDH (Supervisory Board Member); Unilever (Chief<br><br>Business Operations & Supply Chain Officer);<br><br>Mexico, Caribbean & Central America (EVP);<br><br>North America & Latin America (EVP Supply<br><br>Chain); Home Care for the Americas (VP Supply<br><br>Chain).
Rohit Jawa
President of Unilever, South Asia and<br><br>CEO & Managing Director, Hindustan<br><br>Unilever
Nationality Singaporean    Age 58
Joined ULE April 2023
Joined Unilever 1988
Current external appointments
Breach Candy Hospital Trust<br><br>(Nominee Director).
Previous experience
Unilever (Chief of Transformation); Unilever China<br><br>(EVP North Asia & Chair); Unilever Philippines<br><br>(Chair & CEO).

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The ULE is responsible for execution of strategy and day-to-day management of Unilever. The ULE comprises:

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Other Executive Management
Srinivas Phatak Current external appointments
Acting CFO Coats plc, (NED).
Nationality Indian   Age 53 Previous experience
Appointed Acting CFO with effect<br><br>from 1 March 2025 Unilever (Deputy CFO and Group Controller);<br><br>Hindustan Unilever Limited (CFO); VP Finance<br><br>Supply Chain Americas; UniOps (Head of Financial<br><br>Services).
Joined Unilever 1999

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Unilever Annual Report on Form 20-F 2024 69
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- UNILEVER LEADERSHIP EXECUTIVE (ULE)
---

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Priya Nair
Business Group President,<br><br>Beauty & Wellbeing
Nationality Indian    Age 52
Joined ULE January 2024
Joined Unilever 1995
Current external appointments
CEAT Tyres (Independent Director).
Previous experience
Unilever Beauty & Wellbeing (Global CMO);<br><br>Beauty & Personal Care (EVP South Asia); Home<br><br>Care (Director & CCVP South Asia).
Richard Slater
Chief R&D Officer
Nationality British    Age 47
Joined ULE April 2019
Joined Unilever 2019
Current external appointments
Future Origins, Inc. (NED); Prime<br><br>Minister's Council for Science &<br><br>Technology (member).
Previous experience
GSK (Head of R&D, Consumer Healthcare);<br><br>Reckitt Benckiser (Head of R&D, Consumer<br><br>Healthcare); Reckitt Benckiser (Global Group<br><br>Director/VP R&D Personal Care, Global<br><br>Director R&D Aircare, Global Director R&D<br><br>Analgesics & New Brands); Boots Healthcare<br><br>(various roles).
Peter ter Kulve
Business Group President, Ice Cream
Nationality Dutch    Age 60
Joined ULE May 2019
Joined Unilever 1988
Current external appointments
None.
Previous experience
Home Care (President); Unilever South East<br><br>Asia & Australasia (President); Unilever (Chief<br><br>Digital Transformation & Growth Officer);<br><br>Corporate Transformation (EVP); Unilever<br><br>Benelux (Chair & EVP); Ice Cream (Global<br><br>Head & EVP); various brand and channel<br><br>management roles. Mairéad Nayager
---
Chief People Officer
Nationality Irish    Age 50
Joined ULE June 2024
Joined Unilever 2024
Current external appointments
None.
Previous experience
Haleon plc (Chief HR Officer); Diageo plc (Chief<br><br>HR Officer).
Heiko Schipper
Business Group President, Foods
Nationality Dutch    Age 55
Joined ULE May 2024
Joined Unilever 2024
Current external appointments
Royal FrieslandCampina N.V. (Member of<br><br>the Supervisory Board)
Previous experience
Bayer (Member of the Board of Management &<br><br>President, Consumer Health Division); Nestlé<br><br>(Member of the Group Executive Board & CEO<br><br>Nestlé Nutrition).
Willem Uijen
Chief Supply Chain Officer
Nationality Dutch    Age 49
Joined ULE 1 January 2025
Joined Unilever 1999
Current external appointments
None.
Previous experience
Unilever (Chief Procurement Officer); Hindustan<br><br>Unilever (Executive Director of Supply Chain);<br><br>South Asia, South East Asia & Australasia<br><br>(Head of Supply Chain); Home Care (VP<br><br>Supply Chain); Home Care, Latin America (VP<br><br>Supply Chain); Mexico & Caribbean (VP Supply<br><br>Chain).
Maria Varsellona
Chief Legal Officer & Group Secretary
Nationality Italian    Age 54
Joined ULE April 2022
Joined Unilever 2022
Current external appointments
Sandoz (NED).
Previous experience
ABB (Chief Legal Officer & Company<br><br>Secretary); Nokia Group (Chief Legal Officer);<br><br>Nokia Siemens (General Counsel); Tetra Laval<br><br>Group (General Counsel); General Electric Oil<br><br>& Gas (variety of senior global legal roles);<br><br>Nordea Bank (NED).

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Appointments to the ULE effective 1 January 2025

Willem Uijen joined as Chief Supply Chain Officer.

Changes to the ULE effective 1 March 2025

Hein Schumacher stepped down as CEO and

will leave Unilever on 31 May 2025.

Fernando Fernandez was appointed CEO.

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70 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- Operation of the Board
---

ROLE OF THE CHAIR

The Chair leads the Board and is responsible for its overall

effectiveness in directing the Unilever Group. The Chair sets the

Board’s agenda, ensures the Directors receive accurate, timely and

clear information, promotes and facilitates constructive relationships

and effective contribution of all the Executive and Non-Executive

Directors, and promotes a culture of openness and debate. The Non-

Executive Directors provide constructive challenge, strategic guidance,

specialist advice and hold management to account. The Group

Secretary supports the Board to ensure that it has the policies,

processes, information, time and resources it needs to

function effectively and efficiently.

BOARD AND COMMITTEE MEETINGS

There were six scheduled Board meetings in 2024. The meetings were

held in the UK or virtually.

When there is a Board meeting, the Non-Executive Directors usually

also meet without the Executive Directors present. The Chair, or in his

absence, the Senior Independent Director (SID), chairs such meetings.

Attendance during the year at each of the Committee meetings is also

set out below. Further information is provided in the relevant

Committee reports.

RELATIONSHIP WITH UNILEVER LEADERSHIP

EXECUTIVE

The Board delegates day-to-day management of Unilever to the Chief

Executive Officer. The Chief Executive Officer leads the Unilever

Leadership Executive (ULE) in carrying out the strategy determined by

the Board and the roles of the members of the ULE are set out on

pages 68 and 69. The ULE meets regularly to discuss all aspects of

the business, including strategy, the allocation of resources,

investment, M&A opportunities, culture, financial performance and non-

financial performance. Members of the ULE are regularly required to

attend Board meetings to update the Board on performance and other

matters. There is an annual Board meeting to discuss strategy and

there are regular updates at Board meetings between these times.

The Board has also delegated certain finance matters to both the Chief

Executive Officer and the Chief Financial Officer in order to facilitate

the efficient conduct of such matters.

BOARD AND COMMITTEE ATTENDANCE

Position Board NCGC AC CRC CC
Chair
Ian Meakins 6/6 4/4 5/5
Non-Executive Directors
Adrian Hennah 6/6 2/2 9/9
Andrea Jung 6/6 4/4 5/5
Susan Kilsby 6/6 9/9 3/3
Ruby Lu 6/6 9/9 3/3
Judith McKenna1 5/5 3/3 2/2
Nelson Peltz 5/6 4/5
Executive Directors
Hein Schumacher2 6/6
Fernando Fernandez 6/6
Former Directors
Nils Andersen3 2/2 2/2 3/3
Judith Hartmann3 2/2 2/2 3/3
Strive Masiyiwa3 2/2 1/1
Youngme Moon3 2/2 1/1
1.Joined the Board as a Non-Executive Director on 1 March 2024 and was appointed to the CRC and CC.<br><br>2.Stepped down as CEO on 1 March 2025.<br><br>3.Stepped down as a Non-Executive Director on 1 May 2024.

NON-EXECUTIVE DIRECTORS’ ROLE

The Non-Executive Directors exercise objective judgement in respect

of Board decisions, providing scrutiny and challenge to hold

management to account. Non-Executive Directors offer strategic

guidance and specialist advice based on the breadth of experience

and knowledge they bring to the Board.

Non-Executive Directors are required to have sufficient time available

to discharge their responsibilities effectively and to continuously

develop their knowledge of the business. The role of the Non-

Executive Directors incorporates the review of information in advance

of Board meetings to ensure that thorough preparation for, and debate

at, Board meetings is possible. Non-Executive Directors have full

access to senior management and take opportunities to meet them on

a regular basis. Site visits also give Non-Executive Directors the ability

to meet members of the workforce from different levels of the

organisation.

On appointment, the Non-Executive Directors complete an induction

process, which includes meetings with the Unilever Leadership

Executive, senior members of management, advisors, and the internal

and external auditors. These include understanding key risk areas in

the business and providing an understanding of the culture of the

organisation. There is also an opportunity to visit Unilever’s operations

in person. This is regularly supplemented throughout each year with

ongoing updates and information on key matters relating to the

business, including governance, sustainability, risk management and

regulatory issues, as well as updates on the business itself. In 2024,

the Board considered presentations on R&D, Technology and Artificial

Intelligence.

Unilever Annual Report on Form 20-F 2024 71
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All Directors are expected to attend each Board meeting and each

Committee meeting of which they are members, unless there are

exceptional reasons preventing them from participating. Only members

of the Committees are entitled to attend Committee meetings, but

others may attend at the Committee Chair’s discretion. Executive

Directors attend Committee meetings by invitation only.

If Directors are unable to attend a Board or Committee meeting, they

have the opportunity beforehand to discuss any agenda items with the

Chair or the Committee Chair.

BOARD APPOINTMENT

The report of the Nominating and Corporate Governance Committee

on pages 81 to 85 describes the work of the Committee including in

relation to Board appointments and recommendations for re-election.

The procedure for the nomination and appointment of Directors is also

contained within the document entitled ‘Appointment procedure for

PLC Directors', which is available on our website. Directors may be

appointed by a simple majority vote of shareholders at a general

meeting, or on an interim basis by the Board (in which case they will

offer themselves for election at the next AGM).

COMPOSITION, BALANCE AND INDEPENDENCE

OF THE BOARD

As at 31 December 2024, the Unilever Board comprised

nine Directors: the Chair, two Executive Directors and six independent

Non-Executive Directors. In addition, a Non-Executive Director, Benoît

Potier, joined the Board on 1 January 2025, and a further Non-

Executive Director, Zoe Yujnovich, joined the Board on 1 March 2025.

Effective 1 March 2025, Hein Schumacher stepped down from the

Board.

The balance of Directors on the Board ensures that no individual or

small group of Directors can dominate the decision-making process.

The biographies on pages 66 and 67 and the table on page 84 in the

Nominating and Corporate Governance Committee Report

demonstrate a diverse Board with a broad range of sector experience,

skills and knowledge.

The Board carries out an annual review of the performance of the

Directors in addition to a thorough review of the Non-Executive

Directors’ and their related or connected persons’ relevant

relationships in line with the best practice guidelines in the UK and US.

The criteria chosen by the Board to assess the independence of the

Non-Executive Directors, as set out in detail in the Governance of

Unilever, include, in summary:

■no additional remuneration or other benefits from any Group

company;

■no material business relationships within the last three years,

including shareholder, customer, adviser and supplier relationships,

with any Group company;

■no cross-directorships or significant links with other Directors

through involvement in other companies or bodies;

■not more than nine years of service on the Board in normal

circumstances;

■not a former employee of any Group company within the last five

years;

■no close family ties with any of Unilever’s advisers, Directors or

senior management; and

■no significant shareholdings in Unilever or any Group company.

All the Non-Executive Directors are considered to have the appropriate

skills, knowledge, experience and character to bring objective and

constructive judgement and valuable insights to the Board’s deliberations.

The Board has concluded that all the Non-Executive Directors were

independent during the period covered by this report.

The Chair was considered to be independent on appointment and is

committed to ensuring that the Board continues to comprise a majority

of independent Non-Executive Directors.

BOARD SUSTAINABILITY PROCESSES AND SKILLS

Sustainability is central to what Unilever stands for. Leadership starts

at Board level, with sustainability being a key strategic focus. All

Directors are actively engaged in these matters.

In 2024, the Board approved the updated Climate Transition Action

Plan and the Modern Slavery Statement, both available on our

website. The Board also reviewed the sustainability targets for Climate,

Nature, Plastics and Livelihoods with the Growth Action Plan 2030.

Additionally, the Board fully supports Unilever’s €1 billion Climate &

Nature Fund and continued commitment to Human Rights and

Equality, Diversity and Inclusion.

The governance of sustainability, covering social, human rights,

business conduct and environmental matters, is detailed in the

Sustainability Statement and this Governance Report. The Corporate

Responsibility Committee, under the Board’s governance, primarily

handles these issues. The Chief Corporate Affairs and Sustainability

Officer attends all Corporate Responsibility Committee meetings,

ensuring external expertise is included as needed. The Committee

Chair ensures that the Board receives relevant information in the form

of briefing materials and access to external expertise, in particular

when specific matters are under consideration for Board approval. The

Chair reports the Committee’s considerations to the Board, which are

then discussed in Board meetings.

The Chief Corporate Affairs and Sustainability Officer reports to the

CEO on all sustainability matters relating to our four priority areas:

Climate, Nature, Plastics and Livelihoods. The Chief Supply Chain

Officer, who is involved in key social and environmental issues within

Unilever’s Supply Chain, reports to the CFO. This ensures that both

executive directors are closely involved in assessing the impacts, risks

and opportunities related to social and sustainability matters.

The CEO has extensive experience in sustainability which derives from

the Unilever sustainability agenda in his previous Unilever roles. The

Non-Executive Directors bring significant experience in social and

sustainability issues from various industries, including retail, energy,

technology, financial, and other industrial sectors. The recruitment of

new Non-Executive Directors focuses on their skills and experience as

set out in the matrix on page 84, which encompasses sustainability to

ensure a diverse range of views.

CONFLICTS OF INTEREST

Directors have a statutory duty to avoid actual or potential conflicts of

interest. The Board ensures that effective procedures are in place to

avoid conflicts of interest by Directors. A Director must without delay

report any conflict of interest or potential conflict of interest to the Chair

and to the other Directors and the Group Secretary, or, in case any

conflict of interest or potential conflict of interest of the Chair, to the

SID, the other Directors and the Group Secretary. The Director in

question must provide all relevant information to the Board, so that the

Board can decide whether a reported (potential) conflict of interest of a

Director qualifies as a conflict of interest within the meaning of the

relevant laws.

Unless authorised by the Board, together with compliance with any

restrictions that have been required of such a Director, a Director may not

take part in the decision-taking process of the Board in respect of any

situation in which he or she has a conflict of interest. The Board considers

that the procedures put in place to deal with conflicts of interest are

operating effectively.

The interests of new Directors are reviewed during the recruitment process

and authorised (if appropriate) by the Board at the time of their

appointment. Directors have a continuing duty to update the Board on any

72 Unilever Annual Report on Form 20-F 2024
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changes to their external appointments, which are also reviewed by the

Board on a regular basis.

Unilever recognises that the Executive Directors acting as directors of other

companies is beneficial from a personal development perspective and,

therefore, also beneficial to the Group. The number of external

directorships of listed companies is generally limited to one per Executive

Director to reduce the risk of excessive commitment and prior approval is

required from the Chair.

BOARD EVALUATION

Each year, the Board formally assesses its own performance, including

with respect to its composition, diversity and how effectively its

members work together to achieve objectives. In 2024, a self-

evaluation of the Board’s effectiveness was conducted.

The evaluation consisted of a questionnaire completed by each of the

Directors, followed by a Board discussion in November 2024, covering

both the outcome of the evaluation and the proposed actions to

enhance the effectiveness of the Board. The outcome of such

discussions is taken into account in the assessment of Directors when

proposals for the re-election of Directors are considered and also in

Board composition.

The evaluation looked at key areas of the functioning and operation of

the Board. The Directors considered the level of information provided

to the Board, the identification of strategic priorities, its consideration of

business performance, the timing and frequency of meetings,

relationships with senior management, workforce engagement,

oversight of emerging risks and ensuring adequate time for discussion

and debate.

It was concluded that the Board operated effectively, that the Board

processes were being managed for continuous improvement and that

each of the Directors contributed effectively to the Board. The Board

will in particular:

■ensure that information provided to it and presentations from

management, including analysis and insights on trends and

innovations, are sufficiently detailed to enable the Board to oversee

the execution of the Company’s strategy and its business

performance; and

■review the approach to workforce engagement at Board level with a

view to identifying opportunities for increasing or broadening

engagement activities.

The evaluation of the Board’s principal Committees was performed

under the supervision of the respective Chairs and the Chief Legal

Officer & Group Secretary, taking into account the views of respective

Committee members and the Board members. The key actions arising

from these Committee evaluations can be found in each of the

Committee Reports.

WORKFORCE ENGAGEMENT

The Board believes that taking into account feedback from

the workforce widens the diversity of its views when making business

decisions. In view of Unilever’s global footprint and scope of

operations, the Board decided that the most effective way of organising

its engagement with employees is to share the responsibility among all

Non-Executive Directors.

Unilever’s Workforce Engagement Policy provides for

workforce engagement in a variety of ways, both face-to-face and

virtually, through sessions with Non-Executive Directors, engaging with

employee representatives, site visits, and employee surveys such as

UniVoice (see below for further information). These engagement

activities cover the entire workforce demographic in terms of

geography, all Business Groups, length of service, work level/seniority

and supply chain and office staff.

In 2024, Non-Executive Directors participated in six workforce

engagement events held virtually and one held in person in India. A

wide range of topics were discussed, including those that are personal

to the workforce and those of a more business and strategic nature.

Topics included: back to growth performance, reward and performance

culture, inclusion, sustainability, Unilever’s Climate Transition Action

Plan and Unilever as an employer of choice. In addition, as part of

workforce engagement, Directors were able to make site visits in the

UK, South Africa, China, New Zealand and the US.

Perspectives from the workforce have been taken into consideration in

decision-making. Employee survey results from 2024 indicated that

engagement remains over industry benchmarks but there was

understandably uncertainty in some office-based teams around the

separation of the Ice Cream business and the productivity programme.

Leaders around the business take these findings into account with their

teams. In addition, the Growth Action Plan 2030 announced

in November 2024 sets the expectations for the performance culture

and actions required for success in the business.

The Board evaluates the effectiveness of workforce engagement on an

annual basis and feedback is also sought from employees who take part in

the workforce engagement sessions, thereby creating a feedback loop

between the Board and employees.

Please also see ’Engaging with own workforce and workforce

representatives’ on page 272 of the Sustainability Statement.

SHAREHOLDER ENGAGEMENT

The Board values open and meaningful discussions with our

shareholders on all matters.

The CFO has lead responsibility for shareholder engagement, with the

active involvement of the CEO and supported by the Investor Relations

department.

The CEO and CFO regularly meet with investors. In 2024, the CEO and

CFO held roadshows after Unilever’s quarterly, half-year and full-year

results, with meetings across the UK, the US and several other

European countries. Following the launch of the Company’s Growth

Action Plan 2030 in November, the CEO and CFO hosted a capital

markets day in the UK, attended by over 100 investors and

counterparties.

Additionally, the CEO and CFO met with a majority of our top 50

shareholders in March regarding the announcement to separate the

Ice Cream business and the launch of our productivity programme.

The Board receives regular briefings on investor reactions to Unilever’s

quarterly, half-year and full-year results announcements, on key issues

such as the Climate Transition Action Plan and on any issues raised by

shareholders that are relevant to their responsibilities. We maintain a

frequent dialogue with our principal institutional shareholders and

regularly collect feedback. In 2024, the new Chair actively engaged

with key shareholders throughout the year, building on introductory

meetings held at the end of 2023.

Unilever Annual Report on Form 20-F 2024 73
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Private shareholders are encouraged to give feedback via

shareholder.services@unilever.com. Our shareholders are

also welcome to raise any issues directly with the Chair or the SID.

The Chair, the Executive Directors and other Directors are also

available to answer questions from the shareholders at the AGM each

year.

GENERAL MEETINGS

At the AGM, the Chair and the CEO give their thoughts on governance

aspects of the preceding year and the Group’s strategy together with a

review of the performance of the Group over the last year.

Shareholders may attend and ask questions either in advance, via the

Unilever website, or at the meeting. The auditors attend the AGM and

may address the AGM on any matter that concerns them as auditors.

At the 2024 AGM, all resolutions were put to a poll to ensure an exact

and definitive result and to facilitate maximum participation by

Unilever’s geographically spread shareholders. All resolutions were

passed with in excess of 80% of votes cast in favour.

The Company is required to provide notices of meeting for both the

AGM, which must be given with no less than 21 clear days’ notice

pursuant to the Companies Act 2006, and for extraordinary meetings,

which are called with no less than 14 clear days’ notice pursuant to

a resolution put to the AGM each year.

BOARD FOCUS

During the year, the Board considered a comprehensive programme of

regular matters drawn from the schedule of matters reserved for the

Board and the immediate and prospective operating environment. The

Board also conducted a three-day Strategy Review exercise in October

2024, including presentations and engagement sessions with both ULE

members and other senior members of management. This focused in

particular on:

■approval and review of our ongoing productivity programme and the

constituent elements of this, including business performance and the

prioritisation of our Power Brands in our top markets;

■approval of our Growth Action Plan 2030, incorporating the

Company’s purpose to brighten everyday life for all, and the areas

of focus, excel and accelerate (see page 4);

■our performance culture and how this will assist employees in

delivering the Growth Action Plan 2030, including focus on values,

people and behaviours and thereby nurturing the culture to care

deeply, focus on what counts, stay three steps ahead and deliver

with excellence (see page 35);

■a review of each of our Business Groups;

■the portfolio and a review of acquisitions;

■the Company’s approach to research and development; and

■our supply chain.

The schedule below is not exhaustive and demonstrates the breadth of

oversight provided by the Board. Some of the Board’s key decisions in

2024 are discussed in more detail on pages 76 and 77. The Board:

Strategy and business plan

■approved the separation of the Ice Cream business and the launch

of the Company’s productivity programme;

■approved the disposals of its water purification businesses Pureit

and Qinyuan Group, its Russian subsidiary and its business in

Belarus, and the Elida Beauty business;

■reviewed the Unilever strategy at Business Group level; and

■reviewed the R&D strategy including the Group’s innovation pipeline.

Operational performance and financial management

■regularly reviewed Unilever Group operational and financial

performance and delivery against strategic objectives, business

plans including budget and forecast, financial and non-financial KPIs

and against analysts’ consensus and market guidance;

■considered and approved quarterly dividends;

■approved two share buyback tranches in 2024 totalling €1.5 billion;

and

■considered and approved the issuance of new shares to be used to

settle the vesting of share awards granted to employees under

various employee share plans.

Governance and external reporting

■considered feedback from the Audit Committee in relation to

significant judgements, fair, balanced and understandable

assessment, going concern basis of preparation, viability statement

and the reporting of non-financial KPIs in relation to sustainability

reporting;

■approved each of the quarterly results and the Annual Report and

Accounts and Form 20-F;

■approved the notice of meeting for the AGM;

■oversaw consultation and communication with shareholders

on executive pay; and

■considered the work of the Nominating and Corporate Governance

Committee on Board composition and succession planning and

approved the appointments of Judith McKenna and Benoît Potier as

Non-Executive Directors.

Culture and stakeholders

■reviewed the 2024 workforce engagement programme covering both

employees and employee representatives and considered feedback

from the sessions; and

■regularly reviewed investor feedback reports and analysts' reports.

Sustainability

■considered and approved the Modern Slavery Act Statement;

■approved the updated Climate Transition Action Plan put to

shareholders at the 2024 AGM; and

■reviewed the sustainability strategy and performance, including

review of the regulatory development of sustainability reporting

requirements.

Political and regulatory environment

■received updates from external speakers on the macro environment

from social and political perspectives and global security issues; and

■received updates on emerging legislation and regulation.

Risk and internal controls

■considered feedback from the Audit Committee on its assessment of

the ongoing effectiveness of the Group’s internal controls; and

■reviewed the findings from the assessment of the Group’s register of

principal risks and focus risks and approved the related risk

management plans.

74 Unilever Annual Report on Form 20-F 2024
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Stakeholder engagement

SECTION 172: COMPANY AND BOARD ENGAGEMENT WITH STAKEHOLDERS

The information set out below, together with the information on pages 76 and 77 of this Governance Report, explains how the Board considers

and engages with stakeholders. Together, these form our Section 172 statement under the UK Companies Act 2006. Unilever at a glance on

page 3 details the six stakeholder groups we have identified as critical to our future success: shareholders, our people, consumers, customers,

suppliers & business partners, and planet & society. Throughout the Strategic Report, we have provided examples of how we engage with, and

create value for, our stakeholders.

Unilever stakeholders How Unilever engages with stakeholders How the Board interacts on<br><br>stakeholder issues Further information
Shareholders<br><br>We aim to deliver best-in-<br><br>class performance with<br><br>market-making unmissably<br><br>superior brands. ■Quarterly results broadcasts.<br><br>■Conference presentations.<br><br>■Meetings and calls about aspects of business<br><br>performance, consumer trends and sustainability<br><br>issues.<br><br>■Senior leaders and our Board speak directly<br><br>to shareholders on a broad range of issues. For<br><br>example, in 2024, we discussed our Directors’<br><br>Remuneration Policy, our proposed updated Climate<br><br>Transition Action Plan and our Growth Action Plan<br><br>2030 with investors. ■AGM.<br><br>■Meetings with shareholders on<br><br>performance and key issues.<br><br>■The Board approve all quarterly<br><br>results announcements and<br><br>dividends.<br><br>■Unilever Investor Relations<br><br>provide analysts’ reports<br><br>and investor feedback to<br><br>the Board. See pages 72, 76<br><br>and 77
Our People<br><br>Over 120,000 talented<br><br>people give their skills and<br><br>time in Unilever offices,<br><br>factories and R&D<br><br>laboratories. ■Through our UniVoice survey, we engaged<br><br>with around 100,000 office- and factory-based<br><br>employees in 2024 on topics such as culture,<br><br>engagement, strategy, safety, careers and<br><br>sustainability.<br><br>■Continued our ‘Unilever Live’ sessions with our CEO<br><br>and ULE members to give our workforce direct and<br><br>regular access to our leadership team to ask<br><br>questions on issues of concern to them as<br><br>employees, such as financial performance strategy<br><br>and reward. Included in this are quarterly briefings<br><br>for employees on Unilever Live to ensure that all<br><br>employees have a common awareness of the<br><br>Company‘s financial performance and the financial<br><br>operating environment. The Growth Action Plan<br><br>2030 was also launched in 2024 in a dedicated<br><br>Unilever live session, sharing a new company<br><br>purpose, strategic objectives and a new culture with<br><br>all employees.<br><br>■At a market level, we held regular local, leader-led<br><br>virtual town hall meetings to engage with employees<br><br>on locally relevant topics and issues.<br><br>■Under our Code of Business Principles, we maintain<br><br>whistleblowing procedures available to all<br><br>employees wherever they are and however they<br><br>work including anonymous helplines. ■Review of UniVoice survey 2024<br><br>results and feedback to ULE on<br><br>key issues.<br><br>■The CEO, together with<br><br>other senior members of<br><br>management including the CFO<br><br>and ULE members, provide<br><br>direct answers on the ‘Unilever<br><br>Live‘ open Questions sessions<br><br>including the quarterly results<br><br>briefing and company<br><br>performance updates.<br><br>■Metrics on our Code of Business<br><br>Principles cases are reviewed<br><br>by the Corporate Responsibility<br><br>Committee and the Board as<br><br>appropriate. See pages 34, 35<br><br>and 72
Consumers<br><br>We aim to excel in<br><br>consumer preferences for<br><br>product, proposition,<br><br>packaging, place,<br><br>promotion and pricing. ■We use consumer research from partners such as<br><br>Kantar, NielsenIQ and Ipsos, who we engage<br><br>through their regular surveys and panels as well as<br><br>ad hoc research.<br><br>■We engage over 3 million consumers through our<br><br>various consumer engagement platforms annually. ■Board papers and presentations<br><br>capturing consumer trends.<br><br>■Regular updates from Business<br><br>Groups on opportunities and<br><br>portfolio choices in line with<br><br>consumer trends. See pages 14 to 33
Unilever Annual Report on Form 20-F 2024 75
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Unilever stakeholders How Unilever engages with stakeholders How the Board interacts on<br><br>stakeholder issues Further information
--- --- --- ---
Customers<br><br>We partner with large and<br><br>small retailers across<br><br>different trading<br><br>environments around the<br><br>world to grow categories<br><br>through market-making<br><br>innovations and brilliant<br><br>execution to build our<br><br>business and theirs. ■We are members of the Advantage Group Survey to<br><br>help us understand how we can improve our<br><br>customers’ experience.<br><br>■Our customers across different channels and trading<br><br>environments partner with our customer business<br><br>development teams to grow categories by meeting<br><br>regularly to turn shopper insights into growth action<br><br>plans. These relationships create Joint Business<br><br>Plans for mutual benefit.<br><br>■We use an online platform to provide shopper<br><br>insights and research for our smaller retailer<br><br>customers. ■Business Group feedback to the<br><br>Board on customer landscape<br><br>and priorities.<br><br>■Direct engagement with<br><br>key customers during region and<br><br>market visits by Board<br><br>members. See pages 14 to 33
Suppliers & Business<br><br>Partners<br><br>We work with suppliers<br><br>around the world to source<br><br>materials and provide<br><br>critical services for us. ■Through our Supply Chain and Procurement teams,<br><br>we communicate with our suppliers and business<br><br>partners frequently.<br><br>■We conduct an annual Partner to Win survey to<br><br>understand how our suppliers feel about working<br><br>with Unilever and areas for improvement.<br><br>■We operate a Responsible Partner Policy to define<br><br>the mandatory requirements that all our supply chain<br><br>partners must confirm they can meet. ■The Board receives regular<br><br>reports in relation to supply<br><br>chain matters. See pages 36<br><br>and 37
Planet & Society<br><br>We are taking more<br><br>focused, urgent and<br><br>systemic action in four<br><br>priority areas: Climate,<br><br>Nature, Plastics and<br><br>Livelihoods. ■As part of our sustainability double materiality<br><br>assessment, we analyse insights from our key<br><br>stakeholders to make sure we are focusing on the<br><br>most important impacts, risks and opportunities,<br><br>which inform our approach and reporting.<br><br>■We continued our partnerships with other<br><br>businesses throughout the year, advocating for<br><br>policy change on a range of social and<br><br>environmental issues, including increased levels of<br><br>national climate ambition and a Global Plastics<br><br>Treaty. ■Our Chief Corporate Affairs and<br><br>Sustainability Officer provides<br><br>reports to the Board.<br><br>■The Board reviews updates to<br><br>the Climate Transition Action<br><br>Plan and progress with respect<br><br>to it, based on reports on this<br><br>from the Chair of the Corporate<br><br>Responsibility Committee.<br><br>■Unilever was represented by its<br><br>Chief Corporate Affairs and<br><br>Sustainability Officer at COP29<br><br>in November 2024. See pages 36<br><br>and 37
76 Unilever Annual Report on Form 20-F 2024
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KEY DECISIONS BY THE BOARD INCLUDING SECTION 172 CONSIDERATIONS

The table below shows some of the key decisions of the Board in 2024. The Directors confirm that the deliberations of the Board incorporated

appropriate consideration of the matters detailed in Section 172 of the Companies Act 2006. The Board recognises that having regard to the

needs and expectations of stakeholders is crucial, as it ensures that Unilever is well positioned to deliver long-term sustainable growth for the

benefit of all its stakeholders.

Strategy, Growth Action Plan 2030 and Productivity Programme
Background<br><br>The Board continued to maintain oversight of the Growth Action Plan, which was announced in October 2023. As part of the Growth Action<br><br>Plan, on 19 March 2024, Unilever announced the separation of Unilever’s Ice Cream business into a standalone business. The Board<br><br>concluded that a demerger of the Ice Cream business is the most likely route to achieve separation.<br><br>Following the separation of the Ice Cream business, Unilever will continue to operate on a more focused basis around four similarly sized<br><br>Business Groups: Beauty & Wellbeing, Personal Care, Home Care and Foods. Alongside this, a productivity programme was announced to<br><br>drive focus and faster growth through a leaner and more accountable organisation.<br><br>The Board conducted a review of all Business Groups, including Ice Cream, in October 2024 and the progress of the productivity programme.<br><br>Following the review, the Unilever Leadership Executive updated the business globally on the Company’s operating model and, in November<br><br>2024, announced the Growth Action Plan 2030 together with the tools and performance culture for the business to deliver on this plan.
Stakeholder considerations<br><br>The Board considers that the Ice Cream business has distinct characteristics compared with Unilever’s other operating businesses. These<br><br>include a supply chain and point of sale that support frozen goods, a different channel landscape, more seasonality, and greater capital<br><br>intensity. As a standalone, more focused business, the Ice Cream management team will have operational and financial flexibility to grow its<br><br>business and allocate capital and resources in support of the company’s distinct strategy. This would support all stakeholders in the Ice Cream<br><br>business including customers and consumers as well as the supply chain, employees and shareholders.<br><br>The Growth Action Plan 2030 and the productivity programme aim to drive greater returns for shareholders both in the short and medium term,<br><br>as well as build long-term growth potential into Unilever’s business. In particular, the productivity programme focuses on science and<br><br>technology, a lean and agile supply chain, and the scaled use of AI, which, together with our new performance culture, will provide employees<br><br>with the tools to deliver on the Company’s growth agenda. The productivity programme is being implemented with care for the 7,500 mostly<br><br>office-based employees whose roles are impacted. Our suppliers are key to the development and use of science and technology in our<br><br>business and our innovations support our supplier base. The Growth Action Plan 2030 also supports our customers with its focus on our Power<br><br>Brands and our consumers through the aims of unmissably superior brands. Sustainability
---
Background<br><br>Unilever continues to build on its commitment to sustainability. In 2024, our focus was on accelerating progress against the four key priority<br><br>areas of climate, nature, plastics and livelihoods. As part of this, the Board and the Unilever Leadership Executive are responsible for setting<br><br>and implementing Unilever’s climate strategy. Following review and approval by the Board, we published our updated Climate Transition Action<br><br>Plan in March 2024, which included new higher ambition near-term Scope 3 GHG reduction targets, a continued focus on absolute emission<br><br>reductions rather than carbon offsetting and a shift to focus on the specific Scope 3 emissions which we believe we can influence. The updated<br><br>Climate Transition Action Plan was overwhelmingly supported by shareholders through a non-binding advisory vote at our Annual General<br><br>Meeting on 1 May 2024. The updated Climate Transition Action Plan sets out targets together with priority action areas for delivering these and<br><br>they are embedded into the ULE Quarterly Business Review processes by our Business Groups. The updated Climate Transition Action Plan<br><br>also includes information on governance, advocacy priorities, our commitment to transparent and regular reporting, Board oversight and<br><br>climate-linked executive remuneration.
Stakeholder considerations<br><br>The Board draws on a range of internal and external stakeholders through its engagement with Unilever’s sustainability agenda. The Climate<br><br>Transition Action Plan, updated in 2024, brings together our business operations, our supplier base and our employees around a common<br><br>agenda. Our customers and consumers are also important in our sustainability agenda as they seek products that support a transition to net<br><br>zero and work to end plastic waste. We engaged with certain shareholders in updating the Climate Transition Action Plan and sought their<br><br>feedback so that we could take it into account in relation to the updating process. The non-binding advisory vote on the Climate Transition<br><br>Action Plan is also a way for all shareholders to provide us with input on our activities, while not asking shareholders to take responsibility for<br><br>Unilever’s strategy in this area. This provides a way for shareholders to participate in a vital area of Unilever’s activities while sustainability is<br><br>further embedded in what we do and the wider operating environment.
Unilever Annual Report on Form 20-F 2024 77
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- OPERATION OF THE BOARD
---
Appointments of new Non-Executive Directors
---
Background<br><br>The Board approved the appointment of Judith McKenna as a Non-Executive Director with effect from 1 March 2024. Judith’s appointment was<br><br>subsequently put to shareholders at the Annual General Meeting on 1 May 2024 and confirmed. The Board also approved the appointment of<br><br>Benoît Potier with effect from 1 January 2025 and Benoît’s appointment will be put to shareholders at the Unilever PLC Annual General Meeting<br><br>to be held on 30 April 2025.
Stakeholder considerations<br><br>The Board considered Judith McKenna’s extensive experience of the consumer goods and retail sector, having spent 27 years of her career at<br><br>Walmart, serving in senior capacities both within Walmart US, Asda in the UK and Walmart’s international business. The Board considered that<br><br>Unilever and its shareholders would benefit from the experience and leadership of our industry that Judith would bring.<br><br>The Board considered Benoît Potier’s wealth of experience across the industrials and consumer goods sectors, together with his experience of<br><br>sustainability matters in the businesses that he has led. The Board considered that Unilever and its shareholders would benefit from this deep<br><br>experience of industry. Executive Pay
---
Background<br><br>A resolution to approve a new Directors’ Remuneration Policy was put to the Unilever PLC Annual General Meeting on 1 May 2024. The overall<br><br>structure and quantum of the previous Directors’ Remuneration Policy was followed with changes to the implementation of the policy in relation<br><br>to (1) the remuneration benchmarking peer group to focus on global consumer companies and (2) the performance measures and weightings<br><br>used in the annual bonus and performance share plan for 2024 onwards. As noted above, the implementation of the Directors’ Remuneration<br><br>Policy continues to include climate-linked executive remuneration. The Directors’ Remuneration Policy confirmed the Company’s position that<br><br>the fixed pay of Hein Schumacher, who was Chief Executive Officer until 1 March 2025, would not be amended in 2024 or 2025. The Directors’<br><br>Remuneration Policy, which is intended to be in place for three years in accordance with standard corporate governance practice, was<br><br>approved by 97.69% of shareholders voting.
Stakeholder considerations<br><br>The changes to the Directors’ Remuneration Policy were made following engagement with shareholders and reflected the feedback received.<br><br>Amendments to the benchmarking peer group also followed from this feedback from investors. The amendments to the performance measures<br><br>and weightings used in the annual bonus and performance share plan for 2024 onwards aligned Directors’ remuneration with the focus of<br><br>investors following the consultation with them.
78 Unilever Annual Report on Form 20-F 2024
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- Additional Information
---

Additional disclosures

The following disclosures are made in compliance with the Financial Conduct Authority’s Listing Rule 6.6.1:

Listing Rule 6.6.1
Interest capitalised by the Group during the year None
Publication of unaudited financial information Not applicable
Details of any long-term incentive schemes under<br><br>Listing Rule 9.3.2R(2) Not applicable
Director waiver of emoluments Not applicable
Director waiver of future emoluments Not applicable
Allotments for cash of equity securities made during<br><br>the year None
Allotment for cash of equity securities made by a major<br><br>unlisted subsidiary during the year Not applicable
Details of participation of parent undertaking in any<br><br>placing made during the year Not applicable
Details of relevant material contracts in which<br><br>a Director or controlling shareholder was interested<br><br>during the year Not applicable
Contracts for the provision of services by a controlling<br><br>shareholder during the year Not applicable
Details of any arrangement under which a shareholder<br><br>has waived or agreed to waive any dividends As at 21 February 2025, Unilever PLC held 47,651,677 ordinary shares of 31/9p each as<br><br>Treasury shares. No dividends are payable on these shares. As at 21 February 2025, Fidelity held<br><br>443,095 ordinary shares of 31/9p of Unilever PLC on behalf of the Company to be used in satisfaction of<br><br>employee share scheme (‘ESS‘) obligations. Fidelity has agreed to waive on an ongoing basis any<br><br>dividends payable in respect of such shares. As at 21 February 2025, the Trustee of the Company’s<br><br>Employee Benefit Trust (‘EBT’) held 1,569,662 ordinary shares of 31/9p of Unilever PLC. The Trustee of<br><br>the EBT has agreed to waive, on an ongoing basis, any dividends payable on shares it holds in trust for<br><br>use under the Company’s ESS. The practice of Fidelity and the Trustee of the EBT is to abstain from<br><br>voting on the shares that they hold. Details of the employee share schemes can be found on pages 95<br><br>and 96 and 99 to 108.
Details of where a shareholder has agreed to waive<br><br>future dividends See above
Statements relating to controlling shareholders and<br><br>ensuring company independence Not applicable

FUTURE DEVELOPMENTS, RESEARCH AND

DEVELOPMENT AND IMPORTANT EVENTS

Certain information required to be included in the Directors' Report has

been included in the Strategic Report given its strategic importance to

Unilever. This includes information in respect of important events that

have occurred since the end of the financial year, an indication of likely

future developments in the business of the Group and an indication of

activities of the Group in the field of research and development.

DISCLOSURE OF INFORMATION TO THE

EXTERNAL AUDITOR

Each of the Directors who held office at the date of approval of this report

confirms that, to the best of each of the Directors’ knowledge and belief,

and having made appropriate enquiries, all information relevant to

enabling the auditors to provide their opinions on the Company’s

consolidated and parent company accounts has been provided.

Furthermore, each of the Directors has taken all reasonable steps to

ensure their awareness of any relevant audit information and to establish

that the Company’s auditors are aware of any such information. This

confirmation is given and should be interpreted in accordance with the

provisions of Section 418 of the Companies Act 2006.

DIRECTORS' SHARE INTERESTS

Details of the Directors’ interests in shares can be found in the Directors’

Remuneration Report on pages 103 to 109 and 112.

CONTRACTS OF SIGNIFICANCE

During the year, no Director had any interest in any shares or debentures

in the Company’s subsidiaries, or any material interest in any contract

with the Company or a subsidiary being a contract of significance in

relation to the Company’s business. No member of the Group is party to

any significant agreement that takes effect, alters or terminates upon a

change of control or following a takeover of Unilever PLC. In addition,

there are no agreements providing for compensation for loss of office

or employment as the result of a takeover of Unilever PLC. There are no

controlling shareholders of Unilever PLC.

APPOINTMENT OF DIRECTORS

The rules governing the appointment and retirement of directors are set

out in the appointment procedure for PLC Directors, available on our

website, and are summarised in the report of the Nominating and

Corporate Governance Committee.

POWERS OF THE DIRECTORS

The Board of Directors is responsible for the management of the

business of the Company and may exercise all powers of the Company

subject to applicable legislation and regulation and the Company’s

Articles. Further details are set out on page 65.

STAKEHOLDER ENGAGEMENT

Details of the Company’s engagement with stakeholders are given on

pages 74 and 75.

Unilever Annual Report on Form 20-F 2024 79
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- ADDITIONAL INFORMATION
---

DIRECTORS' INDEMNITIES AND DIRECTORS'

AND OFFICERS' INSURANCE

The power to indemnify Directors, together with former Directors, the

Company Secretary and the directors of subsidiary companies, is

provided for in the Company’s Articles of Association.

Unilever maintains appropriate D&O insurance to the extent permitted

by law. In addition, Unilever has granted indemnities to each Director

and the Group Secretary, together with former Directors and Company

Secretaries of Unilever and the directors of subsidiary companies,

whereby the Company indemnifies these individuals in respect of any

proceedings brought by third parties against them personally in their

capacity as Directors or Officers of the Company or any Group company.

These ''qualifying third-party indemnity provisions'' were in force during

the course of the financial year ended 31 December 2024 and remained

in force at the date of this report. The Company would also fund ongoing

costs in defending a legal action as they are incurred rather than after

judgment has been given. In the event of an unsuccessful defence in an

action against them, individual Directors would be liable to repay the

Company for any damages and to repay defence costs to the extent

funded by the Company. Neither the indemnity nor the D&O insurance

cover provides cover in the event a Director or Officer is proved to have

acted fraudulently or dishonestly.

In addition, the Company provides indemnities (including, where

applicable, a qualifying pension scheme indemnity provision) to the

Directors of three subsidiaries, each of which acts or acted as trustee of a

Unilever UK pension fund. Appropriate trustee liability insurance is also in

place. As above, these indemnities were in force during the course of the

financial year ended 31 December 2024 and remained in place at the date

of this report.

POLITICAL DONATIONS

At the 2024 AGM, shareholders passed a resolution to authorise the

Company and its subsidiaries to make political donations to political parties

or independent election candidates, to other political organisations, or to

incur political expenditure (in each case as defined in the Companies Act

2006). As the authority granted at the 2024 AGM will expire, renewal of this

authority will be sought at this year’s AGM. Further details are available in

the Notice of AGM, available on the Company’s website.

It is the policy of the Company not to make such political donations or

to incur political expenditure (within the ordinary meaning of those

words) and the Directors have no intention of changing that policy.

However, as the definitions used in the Companies Act 2006 are broad,

it is possible that normal business activities, which might not be

thought to be political donations or expenditure in the usual sense,

could be caught. On that basis, the authority is sought purely as a

precaution.

The Board members have each confirmed compliance with Unilever’s

Code of Business Principles, as is required on an annual basis, and

that there has been no political activity or payments by the Unilever

Group.

SHARES

Share capital

Unilever’s issued share capital on 31 December 2024 was made up of

£78,446,584 split into 2,521,497,338 ordinary shares of 31/9p each and

each carrying one vote. A total of 43,550,481 Unilever ordinary shares

were held in treasury as at 31 December 2024, representing 1.73% of

Unilever’s issued share capital.

Share issues and purchase of shares

At the 2024 AGM held on 1 May 2024, Unilever’s Directors were

authorised to:

■issue new shares, up to a maximum of £25,946,666 nominal value

(which at the time represented approximately 33% of Unilever’s

issued ordinary share capital);

■disapply pre-emption rights up to a maximum of £3,892,715 nominal

value (which at the time represented approximately 5% of Unilever’s

issued ordinary share capital) for general corporate purposes and an

additional 5% authority in connection with an acquisition or specified

capital investment; and

■make market purchases of its ordinary shares, up to a maximum of

250,200,000 ordinary shares (which at the time represented just under

10% of PLC’s issued ordinary share capital) and within the price limits

prescribed in the resolution.

Unilever undertook a €1.5 billion share buyback programme in 2024.

The purpose of the share buyback programme was to reduce the

capital of Unilever, and Unilever bought back 27,368,909 Unilever

ordinary shares of 31/9p each in two tranches which are held in

treasury. The shares repurchased in 2024 comprised 1.08%

of Unilever’s issued share capital as at 31 December 2024. Outside of

this share buyback programme, no other company within the Group

purchased any Unilever ordinary shares or American Depositary

Shares during 2024. During 2024, there were 4,900,000 Unilever

ordinary shares of 31/9p each issued in satisfaction of employee share

scheme awards.

Right to hold and transfer ordinary shares or exercise

voting rights

Unilever’s constitutional documents place no limitations on the right to

hold or transfer Unilever ordinary shares. There are no limitations on

the right to hold or exercise voting rights on the ordinary shares of

Unilever imposed by English law. Unilever is not aware of any

agreements between holders of securities that may result in restrictions

on transfer or voting rights. Please also see page 211.

SIGNIFICANT SHAREHOLDERS OF UNILEVER

As far as Unilever is aware, the only holders of more than 3% of, or 3%

of voting rights attributable to, Unilever’s ordinary share capital

(‘Disclosable Interests’) on 31 December 2024, were Blackrock, Inc.

with a shareholding of 8.4%, Vanguard Group Holdings with a

shareholding of 5.0% and Wellington Management Group with a

shareholding of 3.1%.

No Disclosable Interests have been notified to Unilever between 1

January 2025 and 21 February 2025 (being a date not more than one

month prior to the date of the Company’s Notice of Annual General

Meeting). As far as Unilever is aware, between 1 January 2022 and 21

February 2025, only Vanguard Group Holdings, BlackRock, Inc. and

Wellington Management Group have held more than 3% of, or 3%

of voting rights attributable to, Unilever’s ordinary shares.

ACCOUNTING POLICIES, FINANCIAL

INSTRUMENTS AND RISK

Details of the Group’s accounting policies, together with post-balance sheet

events and details of financial instruments and risk (including the Group’s

objectives, policies and processes for managing its capital; its financial risk

management objectives; details of its financial instruments and hedging

activities, and its exposures to price, credit liquidity and cash flow risk), are

provided in notes 1, 16, 18 and 26 on pages 142, 174, 183 and 190

respectively to the Financial Statements.

EMPLOYMENT OF DISABLED PEOPLE

Disability inclusion is a part of Unilever’s diversity and inclusion

agenda. Unilever has a range of employment policies that clearly detail

the standards, processes, expectations and responsibilities of

its people and the organisation. These policies are designed to ensure

that everyone – including those with existing or new disabilities and

people of all backgrounds – is dealt with in an inclusive and fair way

from the recruiting process and ongoing through their career at

Unilever. This includes access to appropriate training, development

opportunities or job progression.

80 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- ADDITIONAL INFORMATION
---

EMPLOYMENT SHARE PLANS

The Company operates a number of employee share plans, details of which

are set out in note 4C to the Financial Statements on pages 155 to 156 and

in the Directors’ Remuneration Report on pages 95 and 96 and 99 to 108.

RELATED PARTY TRANSACTIONS

Transactions with related parties are conducted in accordance with agreed

transfer pricing policies and include sales to joint ventures and associates.

Other than those disclosed in note 23 to the consolidated financial

statements (and incorporated herein as above), there were no related party

transactions that were material to the Group or to the related parties

concerned that are required to be reported in 2024 or in 2025 up to 21

February 2025 (the latest practicable date for inclusion in this report).

BRANCH OFFICES

Details of branch offices are given on page 210.

CORPORATE GOVERNANCE COMPLIANCE

We conduct our operations in accordance with internationally accepted

principles of good governance and best practice, while ensuring

compliance with the corporate governance requirements applicable in

the countries in which we operate. Unilever is subject to corporate

governance requirements (legislation, codes and/or standards) in the

UK and the US, and in this section, we report on our compliance

against these.

United Kingdom

In 2024, Unilever has applied the principles and complied with

the provisions of the UK Corporate Governance Code. Further information

on how Unilever has applied the five overarching categories of principles

can be found on the following pages – (i) Board Leadership: pages 70 to

73 and 76 and 77; (ii) Division of Responsibilities: pages 70 and 71; (iii)

Composition, Succession and Evaluation: pages 71 to 73 and 82 and 83;

(iv) Audit, Risk and Internal Controls: pages 86 to 89; and

(v) Remuneration: pages 95 to 117. The UK Corporate Governance Code

is available on the Financial Reporting Council’s (FRC) website.

Risk management and control

Our approach to risk management and systems of internal control is in

line with the recommendations in the FRC’s revised guidance ‘Risk

management, internal control and related financial and business

reporting’ (the Risk Guidance). It is Unilever’s practice to review

acquired companies’ governance procedures and to align them to the

Group’s governance procedures as soon as is practicable.

Greenhouse gas (GHG) emissions

Information on GHG emissions can be found on page 50.

Employee involvement and communication

Unilever’s UK companies maintain formal processes to inform, consult

and involve employees and their representatives.

A National Consultative Forum comprising employees and management

representatives from key locations meets regularly to discuss issues

relating to Unilever sites in the UK. We recognise collective bargaining on a

number of sites and engage with employees via the Sourcing Unit Forum,

which includes national officer representation from the three recognised

trade unions.

A European Works Council, embracing employee and management

representatives from countries within Europe, has been in existence for

several years and provides a forum for discussing issues that extend

across national boundaries. Further details on how the Board has

engaged with the workforce can be found on page 72.

Equal opportunities and diversity

Consistent with our Code of Business Principles, Unilever aims to

ensure that applications for employment from everyone are given full

and fair consideration, and that everyone is given access to training,

development and career opportunities. Every effort is made to reskill

and support employees who become disabled while working within the

Group.

United States

Unilever is listed on the New York Stock Exchange (NYSE). As such,

Unilever must comply with the requirements of US legislation, regulations

enacted under US securities laws, and the Listing Standards of the NYSE

that are applicable to foreign private issuers, copies of which are available

on their websites.

We comply with the Listing Standards of the NYSE applicable to foreign

private issuers. We are required to disclose any significant ways in which

our corporate governance practices differ from those required of US

domestic companies listed on the NYSE. Our corporate governance

practices are primarily based on the requirements of the UK Listing Rules

and the UK Corporate Governance Code but substantially conform to

those required of US domestic companies listed on the NYSE. The only

significant way in which our corporate governance practices differ from

those required of US domestic companies under Section 303A Corporate

Governance Standards of the NYSE is that the NYSE rules require that

shareholders must be given the opportunity to vote on all equity

compensation plans and material revisions thereto, with certain limited

exemptions. The UK Listing Rules require shareholder approval of equity

compensation plans only if new or treasury shares are issued for the

purpose of satisfying obligations under the plan or if the plan is a long-term

incentive plan in which a director may participate. Amendments to plans

approved by shareholders generally only require approval if they are to the

advantage of the plan participants.

All senior executives and senior financial officers have declared their

understanding of and compliance with Unilever’s Code of Business

Principles and the related Code Policies. No waiver from any provision

of the Code of Business Principles (published on our website) or Code

Policies was granted in 2024 to any of the persons falling within the

scope of the Securities and Exchange Commission (SEC) requirements.

Risk management and control

Following a review by the Disclosure Committee, Audit Committee and

Board, the CEO and the CFO concluded that the design and operation of

the Group’s disclosure controls and procedures, including those defined

in the US Securities Exchange Act of 1934 – Rule 13a – 15(e), as at 31

December 2024 were effective. Unilever is required by Section 404 of the

US Sarbanes-Oxley Act of 2002 to report on the effectiveness of

its internal control over financial reporting. This requirement is reported

on within the section entitled ‘Management’s Report on Internal Control

over Financial Reporting’ on page 221.

The Directors’ Report has been approved by the Board, and signed on

its behalf by Maria Varsellona, Chief Legal Officer and Group

Secretary.

Unilever Annual Report on Form 20-F 2024 81
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- Report of the Nominating and Corporate<br><br>Governance Committee
---

People intro image holders Ian Gov12.jpg

The Committee was engaged in<br><br>three Non-Executive Director<br><br>appointments and supporting the<br><br>GAP 2030 through appointments<br><br>to the Unilever Leadership<br><br>Executive.
Ian Meakins<br><br>Chair

I am pleased to present the report of the Nominating and Corporate

Governance Committee for the year ended 31 December 2024.

At the conclusion of the AGM of the Company, held on 1 May 2024, a

number of Non-Executive Directors retired from the Board as they had

reached or were approaching the end of their nine-year terms. Nils

Andersen, Judith Hartmann, Strive Masiyiwa and Youngme Moon all

left their positions as Non-Executive Directors at this time, and our

thanks go to them for their service to Unilever.

The Committee has looked carefully at the requirements for Non-

Executive Directors and a further Non-Executive Director, Judith

McKenna, with extensive retail experience in Walmart and Asda, joined

the Board on 1 March 2024. Judith’s appointment was confirmed by

shareholders at the 2024 AGM.

As mentioned in my Chair’s statement:

■Hein Schumacher stepped down as Chief Executive Officer and as a

Board Director on 1 March 2025 and will leave the Company on 31

May 2025;

■Fernando Fernandez was appointed Chief Executive Officer with

effect from 1 March 2025;

■Benoît Potier joined the Board on 1 January 2025;

■Zoe Yujnovich joined the Board on 1 March 2025; and

■a thorough internal and external search process is being initiated to

appoint a permanent CFO. With effect from 1 March 2025, Srinivas

Phatak, previously Unilever’s Deputy CFO and Group Controller,

became Acting CFO.

Andrea Jung, Non-Executive Director, has decided not to stand for re-

election at the 2025 AGM.

The Committee considers that the Board’s current size,

with the additional Board members appointed in 2025,

and its collective experience are effective for the running

of the Company. The Committee will maintain the size and experience

of the Board under review on a continuous basis.

The Committee has also been involved in the consideration of

candidates for positions on the Unilever Leadership Executive (ULE)

during the year. In January, Esi Eggleston Bracey joined as

Chief Growth and Marketing Officer, Priya Nair joined as Business

Group President, Beauty & Wellbeing and Eduardo Campanella was

appointed Business Group President, Home Care. In addition, Heiko

Schipper joined as Business Group President, Foods in May and

Mairéad Nayager joined as Chief People Officer in June.

Further appointments have subsequently been made with effect from 1

January 2025, with Reginaldo Ecclissato, an existing ULE member,

taking on the role of President, 1 Unilever Markets, and Willem Uijen

joining as Chief Supply Chain Officer. The Board welcomes and

supports these new members of the ULE in their roles and as a key

part of our Growth Action Plan 2030. The background details of all ULE

members can be found on pages 68 and 69.

Diversity and inclusion is key for the long-term success of Unilever in

the global marketplace in which we operate. As at 31 December 2024,

the Board was 44% female and the Unilever Leadership Executive was

31% female with 62% ethnic minority participation.

The Committee reviewed the Workforce Engagement Policy and

further details are included in the Report. The Committee also

continued to review and approve the nature of the workforce

engagement activities that the Board undertook in the year, and details

of these are set out on page 72.

In 2025, the Committee will remain focused on supporting the ULE in

its implementation of the Growth Action Plan 2030. The Committee will

also continue to review the long-term succession plans for the Board

and the ULE.

I would like to thank the members of the Committee for their

commitment and contribution throughout the year.

Ian Meakins

Chair of the Nominating and Corporate

Governance Committee

82 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- REPORT OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
---

COMMITTEE MEMBERS AND ATTENDANCE

Attendance
Ian Meakins Chair 4/4
Nils Andersen 2/2
Judith Hartmann 2/2
Adrian Hennah<br><br>(member from 1 May 2024) 2/2
Andrea Jung 4/4

The Chair of the Board, Ian Meakins, chairs the Nominating and

Corporate Governance Committee. Adrian Hennah and Andrea Jung

are independent Non-Executive Directors and members of the

Committee. The Chief Legal Officer and Group Secretary is secretary

to the Committee. Other attendees, including the CEO, the Chief

People Officer and the Deputy Secretary, attend the meetings when

invited to do so.

There were four meetings of the Committee in 2024, and the table

above shows attendance at meetings of the Committee in the year.

Nils Andersen and Judith Hartmann stepped down from the Committee

in May 2024. Given the changes in the Committee membership this

year, attendance is expressed as the number of meetings attended out

of the total number each Director was eligible to attend during their

respective tenure on the Committee.

ROLE OF THE COMMITTEE

The Nominating and Corporate Governance Committee is primarily

responsible for:

■periodically assessing the structure, size and composition of the

Board;

■evaluating the balance of skills, experience, independence, diversity

and knowledge of the Board;

■ongoing succession planning (including the development of a

diverse pipeline for succession);

■drawing up selection criteria and appointment procedures for

Directors;

■reviewing the feedback in respect of the role and functioning of the

Board Committees arising from Board and Board Committee

evaluations;

■periodically reviewing and assessing Unilever’s practices and

procedures in relation to workforce engagement; and

■considering current and developing corporate governance matters,

which it brings to the attention of the Board where deemed

necessary.

The Committee’s terms of reference are set out in the Governance of

Unilever, which can be found on the Company’s website.

ACTIVITIES OF THE COMMITTEE

During the year, the Committee:

■recommended the election and re-election of Directors at the 2024

AGM, following a review of their performance and, where relevant,

their independence;

■reviewed the composition of the Board and its Committees, taking

into account the experience, skills, knowledge, diversity and

attributes of the Directors and the length of tenure of the Non-

Executive Directors resulting in changes to the Committee

memberships;

■appointed Egon Zehnder to support the Committee in the search for

new Non-Executive Directors, culminating in the appointments of

Judith McKenna and Benoît Potier. Egon Zehnder is an independent

search firm that has undertaken several non-executive searches for

Unilever. Egon Zehnder does not have any connection to the

Directors or Unilever except for normal course recruitment

processes;

■kept under review best practice guidelines and preferences of

certain institutional investors in relation to overboarding to ensure

continued compliance;

■reviewed the ULE succession plan and talent pipeline;

■conducted an annual review of the diversity policy applicable to the

Board;

■conducted a review of workforce engagement activities in the year

and the plan for the following year, the terms of reference for the

Committee and the annual work plan for the Committee;

■considered the process and timetable for the Board evaluation and

maintained oversight of the process (see page 72 for further

information);

■received updates on current and emerging corporate governance

legislation, regulation and best practice guidelines including in

relation to directors’ duties; and

■considered the Committee’s draft report for inclusion in the 2023

Annual Report and Accounts.

APPOINTMENT AND REAPPOINTMENT OF

DIRECTORS TO THE BOARD

All Directors (unless they are retiring) are nominated by the Board for

election or re-election at the AGM each year on the recommendation of

the Committee. The Committee takes into consideration the outcomes

of the Chair’s discussions with each Director on individual performance

and the evaluation of the Board and its Committees. Non-Executive

Directors normally serve for a period of up to nine years.

Fernando Fernandez was appointed as Chief Financial Officer and a

director of the Company with effect from 1 January 2024 and was

therefore put forward for election by shareholders as a director for the

first time at the 2024 AGM. Nils Andersen, Judith Hartmann, Strive

Masiyiwa and Youngme Moon all stood down as Non-Executive

Directors on 1 May 2024.

The Board appointed Judith McKenna as an independent

Non-Executive Director on 1 March 2024. She was therefore

put forward for election by shareholders for the first time at the 2024

AGM.

The Committee proposed the election or re-election of all Directors,

other than those retiring, at the 2024 AGM.

All the Directors proposed were appointed by shareholders by a simple

majority vote at the 2024 AGM.

The Committee reviews the composition of the Board Committees. The

Committee recommended in May 2024 that Adrian Hennah be

appointed a member of the Nominating and Corporate Governance

Committee, that Judith McKenna be appointed a member of the

Compensation Committee and the Corporate Responsibility

Committee, and that Ruby Lu be appointed a member of the Corporate

Responsibility Committee.

In July 2024, Unilever announced the appointment of Benoît Potier as a

Non-Executive Director with effect from 1 January 2025. Benoît has joined

the Audit Committee and the Corporate Responsibility Committee, and

will be put forward for election by shareholders for the first time at the

AGM in 2025.

In February 2025, Unilever announced the appointment of

Zoe Yujnovich as a Non-Executive Director with effect from 1 March

  1. Zoe has joined the Nominating and Corporate Governance

Committee and the Corporate Responsibility Committee, and will be

put forward for election by shareholders for the first time at the AGM in

2025.

In February 2025, we also announced that, with effect from

1 March 2025, Hein Schumacher would step down as CEO and as a

director and would leave the Company on 31 May 2025. Fernando

Fernandez was appointed CEO with effect from

1 March 2025.

Unilever Annual Report on Form 20-F 2024 83
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OVERBOARDING

As part of the annual evaluation process for each Director,

full consideration was given to the number of external positions held to

ensure that the time commitment required did not compromise the

Director’s commitment to Unilever.

The Committee took into account the views of various investor bodies

and certain institutional investors to anticipate any perception of

overboarding.

The Committee did not identify any instances of overboarding and

concluded that all individual Directors had sufficient time to commit to

their appointment as a Director of Unilever.

The full list of external appointments held by our Directors can be

found in their biographies on pages 66 and 67.

BOARD DIVERSITY POLICY

Unilever has long understood the importance of diversity

and inclusion within our workforce. This commitment forms part of

Unilever’s Code of Business Principles and is embedded in the way we

do business and conduct ourselves at all levels in the organisation.

Unilever’s Growth Action Plan 2030 focuses on having the best talent

and most engaged employees through a diverse workforce and

inclusive leadership. Please see Our People & Culture section on

pages 34 and 35 for

more information.

Unilever’s Board Diversity policy, which is reviewed by the Committee

each year, is available on the Company’s website. The objective of the

policy is to provide guidance that the composition and quality of the

Board should be in keeping with the size and geographical spread of

Unilever, its portfolio, culture and status as a listed company. The

Board Diversity Policy is taken into account when making

appointments to the Board and its committees and developing a

succession plan by assessing candidates on merit, considering their

wide-ranging experience, backgrounds, skills, knowledge

and insight, with a continuing emphasis on diversity, including but not

limited to factors outlined in applicable regulations, guidance, and

industry and government best practices. Appointments to the ULE are

conducted in accordance with our Code of Business Principles.

The Board supports the recommendations of the FTSE Women

Leaders Review on gender diversity and the Parker Review on ethnic

diversity. Specifically:

■As at 31 December 2024, we continue to have a female Senior

Independent Director and we have 44% female Board members

(including Executive Directors). 36% of the Unilever Leadership

Executive are female (excluding Executive Directors), which is an

increase from 11% at 2023 year-end. There is also a promising

pipeline of talent, with 40% of Senior Management (direct reports to

the Unilever Leadership Executive) being female as at 31 October

2024.

■We have 33% ethnic minority Board membership as at 31 December

2024 (including Executive Directors), exceeding the Parker Review

recommendation of one ethnic minority Board member. Our ethnic

minority membership of the ULE stands at 66% (excluding Executive

Directors).

■In 2024, the Parker Review updated its approach to cover Senior

Management working in the UK only (rather than globally).

Therefore, Unilever was able to review ethnicity data disclosed

voluntarily by employees on the HR information system, which

showed that 24% of Senior Management are minority ethnic, 52%

white and 24% undisclosed. Under the revised scope of the Parker

Review, we set an ethnic minority target of 28% for Senior

Management working in the UK by 31 December 2027. This

is based on our available baseline and pipeline data, 2021 UK

census statistics, the global nature of Unilever’s business, business

restructuring and benchmarking. We will keep this under review and

disclose progress against, and any revision of, the target in future

annual reports.

■Please also refer to the information on gender reporting on page 50.

WORKFORCE ENGAGEMENT POLICY

The Committee reviewed the Workforce Engagement Policy and the

number of workforce engagements was reduced from six to four per

year. The remaining elements of the policy were unchanged.

SUCCESSION PLANNING

Board

The Committee reviews the adequacy and effectiveness of succession

planning processes, and the Board reviews the succession plan in

conjunction with the Committee.

The succession plan is based on merit and objective criteria. The

Board should comprise a majority of Non-Executive Directors who are

independent of Unilever, free from any conflicts of interest and able to

allocate sufficient time to carry out their responsibilities effectively. With

respect to composition and capabilities, the Board should be in

keeping with the size of Unilever, its strategy, portfolio, consumer

base, culture, geographical spread and its status as a listed company.

The Board should also have sufficient understanding of the markets

and business where Unilever is active in order to understand any

relevant key trends and developments. The Board believes that a

diverse Board with a range of views enhances decision-making, which

is beneficial to Unilever’s long-term success and is in the interests of

its stakeholders.

As can be seen in the biographies on pages 66 and 67, and the tables

on page 84, the Board meets this profile.

ULE

In conjunction with the Committee, the Board reviews the succession

plan for the ULE. In line with the Board succession plan approach, the

succession plan for the ULE is also based on merit and objective

criteria. Developing an internal talent pipeline for leadership roles is

critical for Unilever. The succession plan identifies potential successors

who are considered able to fulfil the roles in the short term and those in

the longer term. Development initiatives for senior executives are put in

place and usually include executive mentoring and coaching.

Senior managers and executives are encouraged to take on a non-

executive directorship role as part of their personal development.

84 Unilever Annual Report on Form 20-F 2024
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Skills and experience matrix

Fernando<br><br>Fernandez Adrian<br><br>Hennah Andrea<br><br>Jung Susan<br><br>Kilsby Ruby<br><br>Lu Judith<br><br>McKenna Ian<br><br>Meakins Nelson<br><br>Peltz Benoît<br><br>Potier Zoe<br><br>Yujnovich
Business growth and leadership of<br><br>large global corporations
Strategy, corporate transactions and<br><br>transformation
International experience (including<br><br>emerging markets)
Financial expertise
FMCG and consumer insights
Technology, digital and innovation
Marketing and sales channels
Risk management and operational<br><br>excellence (including sustainability<br><br>and community)
Society, politics and geopolitics
Science and innovation
People, culture and reward
Corporate governance

In compliance with the FCA Listing Rules, the tables below show that

as at 31 December 2024, we have 44% female Board members

(including Executive Directors) against the target of 40%. The position

of Senior Independent Director is held by a female, and at least one

Board member is from a minority ethnic background. There is a 13-

member ULE, including Executive Directors, of which four (31%) are

women.

We collect both gender and ethnicity data directly from Board and ULE

members annually on a self-identifying basis in a questionnaire. This

data is used for statistical reporting purposes and provided with

consent. Board members are asked to identify their gender and

ethnicity based on the categories set out in the tables below.

Gender representation on the Board and ULE as at 31 December 2024

Number of<br><br>Board members Percentage of the<br><br>Board Board (CEO, CFO,<br><br>SID and Chair) Number of ULE<br><br>members Percentage<br><br>of the ULE
Men 5 56 3 9 69
Women 4 44 1 4 31
Other
Not specified/prefer not to say

Ethnicity representation on the Board and ULE as at 31 December 2024

Number of<br><br>Board members Percentage of the<br><br>Board Board (CEO, CFO,<br><br>SID and Chair) Number of ULE<br><br>members Percentage<br><br>of the ULE
White British or other White (including<br><br>minority-white groups) 6 67 2 5 38
Mixed/Multiple Ethnic Groups 2 15
Asian/Asian British 2 22 1 2 15
Black/African/Caribbean/Black British 1 9
Other ethnic group, including Arab 1 11 1 3 23
Not specified/prefer not to say
Unilever Annual Report on Form 20-F 2024 85
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Board tenure as at 31 December 2024

1

Board independence as at 31 December 2024

13

The Non-Executive Directors (including the Chair) comprised 78% of

the Board of Directors as at 31 December 2024.

COMMITTEE EVALUATION

A self-assessment was carried out, overseen by the Chief Legal Officer

and Group Secretary, involving the completion of a questionnaire that

was reviewed by the Chairs of the Committees. The Committee

considered the questionnaires, and the Board agreed with the

Committee’s proposal for the Board and Committee evaluation in 2024.

The Board and each of the Committees considered their respective

feedback in November 2024.

The work of the Committee had been strongly focused on succession

planning for the Board. The Committee concluded that it had effective

decision-making and strong connectivity to the Board in relation to the

matters that it considered. The evaluation confirmed that the

Committee should place additional focus on its wider remit, including

around people and talent, and the agendas and materials provided to

the Committee in 2025 should reflect this.

Ian Meakins

Chair of the Nominating and Corporate

Governance Committee

Adrian Hennah

Andrea Jung

86 Unilever Annual Report on Form 20-F 2024
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People intro image holders Ian Gov13.jpg

We focused this year on<br><br>sustainability reporting, cyber<br><br>security, data privacy and<br><br>supply chain resilience,<br><br>in addition to our reporting and<br><br>control responsibilities.
Adrian Hennah<br><br>Chair of the Audit Committee

On behalf of the Audit Committee, I am pleased to present

the Committee’s report for the year ended 31 December 2024.

In 2024, the Committee consisted of three members: Susan Kilsby,

Ruby Lu and myself as the Committee Chair.

The Committee believes it has carried out its duties effectively

throughout the year and to a high standard, providing independent

oversight. It has had good support from management, the internal audit

team and the external auditors.

This year marked a year of transformation for the company, with a full

year of the Growth Action Plan and the Ice Cream business separation.

While these have been very much in the mind of the Committee, our

primary focus has been to maintain the integrity of Unilever’s financial

and non-financial reporting, to ensure the adequacy of its internal

controls, and to oversee the management of the company’s principal

and emerging risks, including its approach to risk appetite and

risk mitigation.

This year, we continued to focus on topics that are subject to current

regulatory change, including sustainability reporting, particularly in

relation to the European Sustainability Reporting Standards (ESRS),

as well as Corporate Governance Reform and Data Privacy. The

Committee also allocated considerable time to other risk management

topics, including cyber security and supply chain resilience. We also

met with management to discuss emerging developments in

international taxation, pensions and treasury.

I am pleased to report that we have progressed well in our compliance

and reporting of the same. The Sustainability Statement is on pages 223

to 299.

In addition to the formal meetings this year, the Committee members

continued engaging with the business through a number of market

visits including trips to China, the UK and South Africa during the year.

2025 will see the appointment of a new Chief Financial Officer and the

Audit Committee will be actively involved in its selection.

As part of the standard five-year rotation for external audit partners as

required by UK regulation, the Committee will oversee the selection of

a new lead KPMG audit partner in 2025. This new partner is expected

to bring a fresh perspective and expertise to our audit processes from

the 2026 financial year.

Adrian Hennah

Chair of the Audit Committee

Unilever Annual Report on Form 20-F 2024 87
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COMMITTEE MEMBERSHIP AND ATTENDANCE

Attendance
Adrian Hennah Chair 9/9
Susan Kilsby 9/9
Ruby Lu 9/9

The Audit Committee is comprised only of independent Non-Executive

Directors with a minimum requirement of three such members. The

Audit Committee was chaired by Adrian Hennah. The other Committee

members are Susan Kilsby and Ruby Lu.

The Board is satisfied that the members of the Audit Committee are

competent in financial matters and have recent and relevant

experience. For the purposes of the US Sarbanes-Oxley Act of 2002,

Adrian Hennah is the Audit Committee’s financial expert.

Other attendees at Committee meetings included the Chief Financial

Officer (CFO), Chief Auditor, Deputy CFO and Controller, Chief Legal

Officer and Group Secretary, General Counsel Corporate and Deputy

Group Secretary, EVP Sustainable Business Performance and

Reporting, and the external auditors. Throughout the year, the

Committee members met periodically without others present and also

held separate private sessions with the CFO, Chief Auditor and the

external auditors, to discuss issues in greater detail.

There were nine scheduled Committee meetings during the year.

Attendance at the scheduled meetings is shown above.

CODE OF BUSINESS PRINCIPLES

All actions by Executive Directors, Non-Executive Directors or any

Unilever staff are guided to comply with the set of policies of the Code

of Business Principles. This includes, in accordance with the US

Sarbanes-Oxley Act of 2002 and the SEC requirements, the relevant

provisions in relation to a code of ethics for Senior Financial Officers.

No waivers have been requested or granted for this.

ROLE OF THE COMMITTEE

The role and responsibilities of the Audit Committee are set out in

written terms of reference, which the Committee reviews annually,

considering relevant legislation and recommended good practices. The

terms of reference are contained within ‘The Governance of Unilever’,

which is available on our website.

The Committee’s responsibilities include, but are not limited to, the

following matters:

■oversight of the integrity of Unilever’s financial statements;

■review of Unilever’s half-yearly and annual financial statements

(including clarity and completeness of disclosure) and the trading

statements for quarter 1 and quarter 3;

■review of Unilever’s non-financial statements and Sustainability

Statement;

■oversight of risk management and internal control arrangements;

■oversight of compliance with legal and regulatory requirements;

■oversight of the external auditors’ performance, objectivity,

qualifications and independence;

■the approval process of non-audit services;

■recommendation to the Board of the nomination of the external

auditors for shareholder approval, and approval of their fees, as

referred to in note 25 on page 190; and

■performance of the internal audit function.

All relevant matters arising are brought to the attention of the Board.

Committee Reviews

To help the Committee meet its oversight responsibilities, focused

knowledge sessions are organised throughout the year, with examples

in 2024 including Sustainability Reporting, our Financial Controls

Automation project and the Ice Cream separation.

In addition, Committee members visited businesses in China, the UK and

South Africa, which provided them with insight into local market

challenges and risk and control management.

The Committee also received presentations from management and

had discussions on the business’s risk management activities, the

preparation of the financial statements, the overall control environment,

and the operation of the financial reporting controls.

Special focus has been given to:

■Cyber security: The Committee was provided with regular updates

on the Cyber Security Programme, which was assessed and

challenged by the Committee against the National Institute of

Standards and Technology (NIST) framework. Any cyber security

operational incidents and threats were highlighted and discussed.

For further details, please refer to the description of our cyber

security governance and processes on page 217.

■Data privacy: Management provided an update on the global privacy

landscape, key enterprise privacy risks and the evolution of

Unilever’s global privacy programme. The Committee discussed the

deployment of generative AI tools across the organisation and noted

the importance of striking a balance between ensuring the protection

of confidential information and quicker deployment of these tools.

■Supply chain resilience: Management provided an update on the

risks associated with the supply of materials and finished goods

within their global extended value chain, with special focus on

locations with supplier concentrations. The Committee reviewed

potential disruptions of key supplies and the mitigation plans

established by management.

In addition, the Committee discussed the control environment of acquired

businesses such as Liquid I.V. and Nutrafol, which are not integrated into

the main legacy ERP systems, as well as the work done in tax, treasury

and pension matters.

REPORTING AND FINANCIAL STATEMENTS

The Committee reviewed, prior to publication, the quarterly financial

press releases together with the associated internal quarterly reports

from the Chief Financial Officer and the Disclosure Committee and,

with respect to the full-year results, the external auditor’s report. It also

reviewed the Annual Report and Accounts and the Annual Report on

Form 20-F 2024. These reviews incorporated the accounting policies,

significant judgements and estimates underpinning the financial

statements as disclosed within note 1 on page 142.

Particular attention was paid to the following significant matters in

relation to the financial statements:

■Environmental, Social and Governance (ESG)/Sustainability

Reporting: The Committee discussed and challenged the

governance and approval processes concerning sustainability

assurance and subsequently reviewed and approved KPMG’s

Sustainability Assurance Strategy and Plan for 2024.

■The new UK Corporate Governance Code was published on 22

January 2024 and introduced a limited set of changes. The most

notable change, relating to audit, risks and controls, is the material

controls declaration, which will be required for reporting years

commencing 1 January 2026. Unilever will adopt these changes for

the 2026 financial year when they come into formal effect. The

Committee will review the approach for meeting the requirements

with the Board during 2025.

■The presentation of non-underlying items. The Committee took into

account management’s responses to its review, the observations

made by the external auditor, and the communication received from

the SEC.

■Indirect tax provisions and contingent liabilities related to Brazil, refer

to notes 19 and 20 on pages 185 and 186. The Committee agreed

88 Unilever Annual Report on Form 20-F 2024
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that the tax provisions and judgements around the likelihood, as well

as the disclosures, are appropriate in the Annual Report on Form

20-F 2024.

■Functional currency change of Unilever PLC: The Group’s ultimate

parent company has now completed the change of its functional

currency from GBP to EUR, effective from 1 January 2024. The

Committee provided oversight of the change and reviewed the plans

ahead of its implementation.

■Revenue recognition: The Committee reviewed the adequacy of the

policy around the cut-off and appropriateness of discounts accruals.

For each of the above areas, the Committee considered the key facts

and judgements outlined by management. Members of management

attended the section of the Committee meeting where their item was

discussed to answer any questions or challenges posed by the

Committee. The Committee’s feedback has been incorporated into the

final approach. The matters were also discussed with the external

auditors and further information can be found on pages 121 to 137.

The Committee specifically discussed with the external auditor how

management’s judgement and assertions were challenged and how

professional scepticism was demonstrated during their audit of these

areas; this included the disclosures for each matter noted above. The

Committee is satisfied that the relevant accounting policies are in place

in relation to these significant matters and that management has

correctly applied these policies.

In addition to the matters noted above, our external auditors, as

required by auditing standards, also consider the risk of management

override of controls.

At the request of the Board, the Committee undertook to:

■review the appropriateness of adopting the going concern basis of

accounting in preparing the annual and half-yearly financial

statements;

■assess whether the business was viable in accordance with the

requirement of the UK Corporate Governance Code. The

assessment included a review of the principal and emerging risks

facing Unilever, their potential impact, and how they were being

managed, together with a discussion as to the appropriate period for

the assessment. The Committee recommended to the Board that

there is a reasonable expectation that the Group will be able to

continue in operation and meet its liabilities as they fall due over

the three-year period (consistent with the period of the strategic plan

for Unilever PLC) of the assessment; and

■consider whether the Unilever Annual Report on Form 20-F 2024

was fair, balanced and understandable, and whether it provided the

necessary information for shareholders to assess the Group’s year-

end position and performance, business model and strategy. To

make this assessment, the Committee received copies of the Annual

Report and financial statements to review during the drafting

process to ensure that the key messages were aligned with the

Company’s position, performance and strategy. The Committee also

reviewed the processes and controls that are the basis for its

preparation. The Committee was satisfied that, taken as a whole, the

Unilever Annual Report on Form 20-F 2024 is fair, balanced and

understandable.

Regulator Correspondence

During the year, the US SEC reviewed the Unilever Annual Report on

Form 20-F 2023, and the UK Financial Reporting Council (FRC)

reviewed the company’s annual report and accounts for the year

ended 31 December 2023 in accordance with the FRC’s Operating

Procedures for Corporate Reporting Review. The SEC had three

comments relating to the presentation of non-GAAP measures,

including the prominence of their disclosure, expanding the definition of

non-underlying items, and including the GAAP equivalent measure for

our return on invested capital, return on assets and cash conversion

measures alongside the non-GAAP equivalent. Unilever responded to

these queries and the Committee reviewed the response letters. No

changes to the past disclosures were needed in respect of the Unilever

Annual Report on Form 20-F 2023 but the Company will amend its

disclosures as appropriate in this (current) and future filings. The FRC

did not have any questions that required a response but made a

few observations. We have taken these observations into

consideration in determining this year’s disclosures.

SUSTAINABILITY

The Corporate Sustainability Reporting Directive (CSRD) and the

ESRS require companies operating in the European Union to report on

their sustainability performance and engage limited assurance work

from an external auditor. The CSRD sets out the requirements, while

the ESRS provides the detailed standards for reporting on a range of

environmental, social and governance matters. For the financial year

ended 31 December 2024, Unilever PLC is newly required to comply

with the ESRS because of our presence in European markets.

The Committee reviewed the double materiality assessment (DMA),

including the process and output, and was satisfied it reflected

Unilever’s material impacts, risks and opportunities relating to

sustainability matters. The Committee also reviewed the non-financial

disclosures, which encompass disclosures under the ESRS, in this

Annual Report and Accounts.

Unilever Annual Report on Form 20-F 2024 89
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RISK MANAGEMENT & INTERNAL CONTROLS

(ASSURANCE)

The Committee reviewed Unilever’s overall approach to risk

management, risk appetite and control, and its processes, outcomes

and disclosure. The assessment was undertaken through a review of:

■the yearly report detailing the risk identification and assessment

process, together with any emerging risks identified by

management;

■reports from senior management on risk areas for which the

Committee had oversight responsibility: treasury, tax and pensions,

information security, data privacy, legal and regulatory compliance

supply chain, and the project management of business

transformation;

■the proposed risk areas identified by the management team;

■the Quarterly Risk and Control Status Reports, including Code of

Business Principles cases relating to frauds and financial crimes;

■a summary of control deficiencies identified through controls testing

activities together with action plans to address underlying causes;

■management’s improvements to reporting through further

automation and centralisation; and

■the annual financial plan and Unilever’s dividend policy and dividend

proposals.

The Committee reviewed the application of the requirements under

Section 404 of the US Sarbanes-Oxley Act of 2002 with respect to

internal controls over financial reporting.

In fulfilling its oversight responsibilities in relation to risk management

and internal controls, the Committee met regularly with senior

members of management and is satisfied with the key judgements

taken.

The Committee has completed its review for 2024 on both risk

management and internal controls, and was satisfied that the process

had worked effectively. Where specific areas for improvement were

identified, there was adequate mitigation or alternative controls in

place, and processes were under way to ensure sustainable

improvements. An area of focus has been ensuring that the controls

impacted by the transformation programmes are appropriately

designed and implemented effectively. Through its review, the

Committee also ensured that appropriate procedures are in place for

detecting and preventing fraud.

INTERNAL AUDIT

The Committee reviewed internal audit’s plan, which focuses on

Unilever’s risk areas, including sustainability, cyber security, data

privacy, financial control processes, product safety and supply chain

resilience. The Committee ensured the necessary resources were in

place to perform the audits effectively. The usage of data and analytics

continues to enable the internal audit team to deliver their audits

efficiently and with sufficient coverage. In 2024, the internal audit team

introduced value assessments to their programme on a pilot basis,

which aim to detect cultural misalignments in tested subsidiaries.

The Committee reviewed quarterly and year-end summary reports,

including the results of audit activities and the completion status of

agreed actions. During the year, the Chief Auditor and his team

undertook business visits in person, in particular in a number of the

Group’s critical markets. Most audits have been conducted as hybrids

(a combination of virtual and physical).

Every five years, the Committee engages an independent third party to

perform an effectiveness review of the function. This was last

completed in 2022 and is planned for 2026. In 2024, the Committee

evaluated the performance of the internal audit function through a

questionnaire. The feedback was reviewed and the Committee was

satisfied with the effectiveness of the internal audit function. During the

year, the Committee also met independently with the Chief Auditor and

discussed the results of the audits performed and any additional

insights obtained from the Chief Auditor.

AUDIT OF THE ANNUAL ACCOUNTS

KPMG, Unilever’s external auditors and an independent registered public

accounting firm, reported in depth to the Committee on the scope and

outcome of the annual audit, including their audit of internal controls over

financial reporting as required by Section 404 of the US Sarbanes-Oxley

Act of 2002. Their reports included audit and accounting matters,

governance and control, and accounting developments.

The Committee held independent meetings with the external auditors

during the year and reviewed, agreed, discussed and challenged their

audit plan, including the materiality applied, and the scope and

assessment of the financial reporting risk profile of the Group.

The Committee discussed the views and conclusions of KPMG

regarding management’s treatment of significant transactions and

areas of judgement during the year. The Committee considered these

and is satisfied with the treatment in the financial statements.

EXTERNAL AUDITORS

KPMG has been the Group’s auditors since 2014 and shareholders

approved their reappointment as the Group’s external auditors at the

2024 AGM.

The Committee confirms that the Group is in compliance with The

Statutory Audit Services for Large Companies Market Investigation

(Mandatory Use of Competitive Tender Processes and Audit

Committee Responsibilities) Order 2014, which requires Unilever to

tender the audit every ten years.

The last tender for the audit of the Annual Report and Accounts was

performed in 2022, during which the decision to reappoint KPMG was

unanimously recommended by the Committee and approved by the

Board of Unilever PLC. At present, we are satisfied with the

effectiveness of our current auditors and, therefore, have no plans to

re-tender the external auditor appointment for an earlier period. This

position is re-evaluated each year.

90 Unilever Annual Report on Form 20-F 2024
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Both Unilever and KPMG have safeguards in place to avoid

the possibility that the external auditors’ objectivity and independence

could be compromised, such as audit partner rotation and the

restriction on non-audit services that the external auditors can perform

as described below. KPMG has issued a formal letter to the Committee

outlining the general procedures to safeguard independence and

objectivity, disclosing the relationship with the Company, and

confirming their audit independence.

Each year, the Committee assesses the effectiveness of the external

audit process, which includes discussing feedback from the members

of the Committee and stakeholders at all levels across Unilever.

Interviews are also held with key senior management within Unilever

and KPMG.

The Committee also reviewed the statutory audit, other audit and non-

audit services provided by KPMG and compliance with Unilever’s

documented approach, which prescribes in detail the types of

engagements, listed below, for which the external auditors can be

used:

■statutory audit services, including audit of subsidiaries;

■other audit services – audits that are not required by law

or regulation; and

■non-audit services – work that our external auditors are best placed

to undertake, which may include:

■services required by law or regulation to be performed by the

audit firm; and

■services where knowledge obtained during the audit is relevant to

the service, such as bond issue comfort letters.

Unilever has for many years maintained a policy that prescribes in

detail the types of engagements for which the external auditors can be

used, with all other engagements being prohibited. The policy is

aligned with both UK and SEC regulations and is updated in line with

these regulations.

Audit Fees

All non-audit services are pre-approved by the Audit Committee in line

with the non-audit service policy. The Committee further reviews all

non-audit services on a quarterly basis to ensure the scope of service

aligns with the list of pre-approved services included in the policy and

that the fees are deemed appropriate, as authorised by Group

management in line with the table of authorities. These authorities are

reviewed regularly and updated as necessary. The Company has

taken appropriate steps to ensure that KPMG LLP is independent of

the Company and has obtained written confirmation that it complies

with guidelines on independence issued by the relevant accountancy

and auditing bodies. Although, during the year, the Company engaged

KPMG LLP for certain audit-related, non-audit services, the Committee

concluded that KPMG LLP remains independent to provide objectivity

in the conduct of the current audit.

Use of auditors for non-audit work

The Committee recognises that the use of audit firms for non-audit

services can potentially give rise to conflicts of interest. The Group has

a formal policy regarding its use of audit firms for non-audit services.

The Committee, in addition to being responsible for the oversight of our

auditor on behalf of the Board, also has the responsibility for

monitoring how the policy is implemented.

The Committee noted that the appointment of an auditor to perform

these services is in accordance with standard practice. KPMG also

sought and received approval from the UK FRC to be engaged for

these services because it is likely that for FY25, the non-audit fees

subject to the FRC fee cap requirements, exceed 70% of the average

statutory audit fee for the previous three years. The Committee is

satisfied that the overall levels of audit-related and non-audit fees, and

the nature of services provided, are such that they will not compromise

the objectivity and independence of our auditor. Further details are

given in note 25 to the financial statements on page 190.

EVALUATION OF THE COMMITTEE

The Committee carried out an assessment of its effectiveness and

performance in the year. The process was overseen by the Chief Legal

Officer & Group Secretary.

The Committee considered the output from that process at its meeting

in November 2024. Feedback was also provided to the Board as part

of its evaluation of the overall effectiveness of the Board. The

Committee concluded that it is performing effectively and will remain

focused on internal control and external reporting. The area of evolving

ESG reporting requirements will continue to receive attention by the

Committee.

Adrian Hennah

Chair of the Audit Committee

Susan Kilsby

Ruby Lu

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People intro image holders Ian Gov14.jpg

In addition to our reporting and control<br><br>responsibilities, we focused this year<br><br>on key areas of corporate and<br><br>reputational risk management including<br><br>litigation, sustainability, business<br><br>integrity, health, safety and<br><br>wellbeing.
Susan Kilsby<br><br>Chair of the Corporate Responsibility Committee

On behalf of the Corporate Responsibility Committee, I am pleased to

present our report for 2024.

This year marked significant changes for the Committee. We worked

closely with Unilever management and the Board to shape the

Committee’s role in providing governance and oversight on key areas

of corporate responsibility, focusing on overall reputational issues and

risk management, including litigation, sustainability, business integrity,

health, safety and wellbeing. Consistent with our commitment to

socially and environmentally responsible corporate behaviour, we also

discussed in detail human rights and geopolitics, ensuring the business

has robust processes in place to address any resulting risks and

opportunities.

Unilever has long been a leader in sustainable business. This year, the

business relaunched its sustainability strategy, focusing on climate,

nature, plastics and livelihoods, areas where Unilever can have the

greatest impact. We are now focusing on fewer priorities where we

have the biggest opportunity to drive impact at scale. The Committee

will be closely monitoring progress and supporting the Unilever

leadership in delivering the sustainability strategy and targets.

This year, the Committee endorsed the Climate Transition Action Plan

(CTAP), which includes an ambitious Scope 3 emissions reduction

target set for 2030. This plan was approved at the AGM by 97.5% of

those voting.

In May 2024, I assumed the role of Chair, following the retirement of

Strive Masiyiwa (Chair) and Youngme Moon. I was also joined at that

time by new members Ruby Lu and Judith McKenna. On behalf of the

Committee, I would like to thank Strive and Youngme for their diligent

leadership, which has ensured that the Committee is well equipped to

oversee Unilever’s conduct as a responsible global business.

I would also like to thank Unilever’s management for its leadership on

the issues addressed by the Committee.

We enter the new year with strengthened governance practices and

clear business and sustainability priorities, as set forth in the Growth

Action Plan 2030, ensuring that Unilever is well positioned to address

its most material issues and to navigate external challenges.

I look forward to further constructive engagements with my fellow

Committee members and management and to welcoming new

directors Benoît Potier and Zoe Yujnovich to the Committee in 2025.

Susan Kilsby

Chair of the Corporate Responsibility Committee

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COMMITTEE MEMBERS AND ATTENDANCE

Attendance
Strive Masiyiwa Former Chair 1/1
Youngme Moon 1/1
Susan Kilsby Chair 3/3
Ruby Lu 3/3
Judith McKenna 3/3

This table shows the membership of the Committee together with their

attendance. If Directors are unable to attend a meeting, they have the

opportunity to discuss any agenda items beforehand with the

Committee Chair. Attendance is expressed as the number of meetings

attended out of the number eligible to be attended.

The Corporate Responsibility Committee comprises three

Non-Executive Directors: Susan Kilsby (Chair), Ruby Lu and Judith

McKenna. Strive Masiyiwa and Youngme Moon retired from the

Committee in March 2024.

The Chief R&D Officer and the Chief Corporate Affairs and

Sustainability Officer attend the Committee meetings. The Board Chair,

the Chief Legal Officer and Group Secretary, the Global Head of

Communications and Corporate Affairs, the Head of Litigation and the

Chief Business Integrity Officer may also join the Committee’s

discussions, as may other members of management at the invitation of

the Chair.

ROLE OF THE COMMITTEE

The Corporate Responsibility Committee oversees Unilever’s conduct

as a responsible global business. Core to this remit is its governance

of progress on Unilever’s sustainability agenda.

Part of this responsibility is reviewing and managing sustainability-

related risks, opportunities and trends material to Unilever. The

Committee also reviews and provides recommendations to the Board

about the Climate Transition Action Plan (CTAP), which sets out the

actions Unilever intends to take to reduce the business’s direct and

indirect emissions and make progress on our net zero goal by 2039.

The Committee oversees business integrity, health, safety

and wellbeing, as well as significant litigation matters with potential

reputational risk for the Company. The Committee also has

responsibility for the oversight of Unilever’s conduct regarding

corporate and societal obligations and its reputation as a responsible

company. This includes Unilever’s Code of Business Principles and

third-party compliance with our Responsible Partner Policy.

The Committee considers the Company’s influence and impact on

stakeholders. Central to this is the identification of external

developments and risks that are likely to impact Unilever’s corporate

reputation and to ensure that appropriate and effective policies and

practices are in place, ensuring that both Unilever’s direct employees

and those working within the Company’s value chain comply with the

expected standards of conduct.

The Committee’s discussions are informed by the experience of the

Unilever Leadership Executive, which is accountable for driving

responsible and sustainable growth through Unilever’s operations,

Business Groups, value chain and brands. The Chief R&D Officer and

Chief Corporate Affairs and Sustainability Officer lead on behalf of

management, with further senior leaders invited to the Committee as

relevant to share their perspectives and insights on key issues,

challenges and external developments.

The Committee’s terms of reference are set out at: www.unilever.com/

corporategovernance.

HOW THE COMMITTEE HAS DISCHARGED ITS

RESPONSIBILITIES

In 2024, the Committee’s principal activities were as follows:

Navigating a changing external landscape

The world continues to be a turbulent place. As a business, we

continue to navigate growing economic, environmental and social

challenges. Many of the challenges, such as the climate emergency,

nature degradation and plastic pollution, are compounded by growing

geopolitical divides and economic difficulties. At the same time, there is

an increase in the number of litigation cases, investors are demanding

stricter environmental and social governance, and there is progressive

regulation on sustainability and reporting. The result is an operating

context that requires the utmost diligence and awareness of emerging

risks, and capacity to respond.

Committee members closely scrutinised the processes for forecasting,

tracking and managing issues that present material risks to the

reputation of the business. In addition, at each meeting, the Committee

reviews significant developments in the corporate sustainability

landscape, and litigation and regulatory matters that may have

reputational impact.

This year, the Committee also discussed litigation and trends arising

from emerging regulation, competition law compliance, as well as

stakeholder and media response to Unilever’s new climate strategy

and advocacy priorities, NGO activism and government response on

ESG. Among other things, the Committee also had detailed

discussions on occupational health, safety and security, the updated

CTAP, business integrity risks, human rights, and women’s safety.

Overseeing Code of Business Principles compliance

Our consumers trust us to do business with integrity. Maintaining our

reputation and continued business success requires the highest

standards of behaviour and compliance. The Code and associated

Code Policies set out the ethical standards of conduct expected of all

Unilever employees in their business endeavours. Any breach is

classified as an ethical, legal and regulatory risk to the business (see

pages 58 and 59).

The Corporate Responsibility Committee oversees the Code and Code

Policies, including those related to anti-corruption and bribery, ensuring

that they remain fit for purpose and are appropriately applied, including

the mechanisms for implementing the Code and Code Policies. The

Committee actively reviews an analysis of investigations into non-

compliance with the Code and Code Policies, including those related to

anti-corruption and bribery, and discusses any trends or learnings

arising from these investigations. There were no material matters in the

context of the Unilever Group.

This year, the Committee acknowledged Unilever’s strong speak-up

culture and strong recognition of Business Integrity in the UniVoice

survey.

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Responsible Partner Policy (RPP) compliance

Extending Unilever’s business principles to our suppliers

and distributors is essential if Unilever is to do business with integrity,

demonstrate high standards, and fight corruption in all forms. The

Responsible Partner Policy (RPP) sets out Unilever’s requirements

that third parties conduct business with integrity and with respect for

human rights and core labour principles. Breaches of third-party

compliance can pose a risk to the business.

The Committee rigorously examines Unilever’s compliance processes

and programmes, and management of the risk of our external business

partnerships. In addition, the Committee tracks compliance with

Unilever’s RPP to identify any trends or process improvements. This

year, the Committee focused on the creation of a singular programme

for upstream suppliers and downstream customers and distributors,

and the roadmap to address third parties of non-integrated parts of

Unilever, such as new acquisitions and other standalone entities.

Promoting safety and security

Safety, Health and Environment (SHE) continue to be key priorities at

Unilever. Unilever is focused on promoting a safety-first culture and

“Unilever is committed to my safety” was the top-rated question in our

UniVoice survey.

The Committee oversees Unilever’s approach to safety. It reviewed

performance including TRFR as reported under the Health and Safety

Metrics. Particular emphasis was on road safety, safety culture

communications, and contractor risk management. The Committee

noted the business’s use of influence to raise standards in the industry.

This year saw an increase in security challenges and risks: elections

took place in over 60 countries creating domestic turbulence,

meanwhile international tensions increased. As a global business,

Unilever must remain aware of and agile to security risks and have

processes in place to respond quickly to protect our people and our

business. Throughout the year, the Committee received updates on the

global security context and examined Unilever’s approach to managing

heightened geopolitical and safety risks. The Committee affirmed the

importance of proactively responding to geopolitical issues and the

potential significant impact on the business.

Improving the health and wellbeing of employees

The CRC holds responsibility for the health and wellbeing of Unilever

employees, and protection from hazards. In a time of public health

threats, natural disasters, geopolitical conflicts, and increasing global

burden of chronic health conditions, proactive and focused

management is essential to optimise employee wellbeing. The

Committee commended the actions taken by the business to support

employees, such as the Healthier U programme, which continues to

deliver externally validated, statistically significant improvements in

nutrition and BMI, quality of life, sleep, and mental health and work

productivity. Psychological safety strongly correlates with higher

performance and is a key enabler of employee wellbeing. The

business has also deployed a psychological safety assessment

instrument and multiple training pathways and toolkits.

Respecting and promoting human rights

Respect for human rights remains a foundation of Unilever’s business,

serving to reduce risk, enhance reputation and support brand growth.

Whilst we acknowledge that business has the ability to contribute to

positive human rights outcomes, we must ensure that we are first

addressing any harm and the ongoing human rights challenges that

continue to be found in every global value chain.

The Committee evaluated the Human Rights strategy, governance and

accountability, focusing on priorities and potential risks to the strategy

and its implementation. The Committee ensured clear decision-making

processes are in place, and senior leaders are equipped to embed

human rights commitments across business decisions, including where

Heightened Human Rights Due Diligence (HHRDD) should be

undertaken.

The Committee also reviewed Unilever’s 2024 Modern Slavery

Statement. The statement is part of Unilever’s legislative requirement

to annually publish a statement describing the steps taken to prevent

modern slavery in the business and supply chain. In 2024, the

Statement focused on the continued implementation of our forced

labour action plan, engagement with rightsholders and programme

evaluation.

The review of the approach and statement content was a new duty for

the Committee, reflecting a more robust governance procedure and

ensuring a deep level of human rights oversight.

Delivering ambitious new sustainability goals

This year, in line with the Growth Action Plan, Unilever refocused the

sustainability strategy on four priorities: climate, nature, plastics and

livelihoods. These priorities are of material importance to the business,

and where we have the potential to make the biggest impact. The

Committee reviewed the new 15 short- to medium-term goals aligned

and corresponding long-term ambitions, aligned to the four priorities.

The goals are supported by an elevated advocacy agenda to shape

the external context.

The Committee discussed the launch and external communication of

the goals, operational delivery and performance management, and

opportunities to leverage Unilever’s brands to drive retailer activation

and consumer preference for sustainability. The Committee also

discussed material sustainability-related risks and opportunities for the

business.

Progressing towards net zero

Unilever’s first Climate Transition Action Plan (CTAP) was approved by

shareholders at the 2021 AGM. It set out Unilever’s then climate

targets, an analysis of our value chain emissions, and the actions we

intended to take to address them. The Board and management

committed to developing the CTAP in line with best practice.

This year, the Committee reviewed the updated CTAP, reflecting our

new climate goals and a more granular understanding of our

emissions, including Business Group and operational hotspots. The

updated CTAP also considers new external guidance for transition

plans, such as recommendations from the UK Transition Plan

Taskforce, the European Sustainability Reporting Standards and

International Financial Reporting Standards. The Committee noted that

the CTAP met stakeholders’ expectations for ambitious 1.5°C-aligned

targets, clarity on the priority levers to reduce emissions, transparency

on the risks and scale of the challenge, and for the Plan to be

embedded into overall business strategy and performance. The

updated CTAP was presented to shareholders at the 2024 AGM for an

advisory vote and received 97.5% approval.

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The Committee also provided guidance on the ‘scaling and innovation

gap’, which represents the gap between our new 2030 target and our

forecast 2030 emissions. Delivery of the identified levers and

overcoming the gap will be demanding and require innovation and

systems change – a challenge facing all companies and society. The

Committee and management will continue to work together on

post-2030 pathways to net zero.

Sustainability Progress Index

Unilever’s Reward Framework includes a Performance Share Plan

(PSP). This long-term incentive plan is linked to financial performance,

as well as performance against sustainability goals (see pages 48, 102

and 225).

To come to a view on Unilever’s performance on its sustainability goals

for the purposes of reward, the Committee and the Compensation

Committee (CC) jointly evaluate performance against a Sustainability

Progress Index (SPI).

2024 SPI outcome

SPI performance is determined by four equally weighted KPIs and

targets – one for each of Unilever’s sustainability pillars. In making

their assessment, the Committee and the CC review quantitative and

qualitative progress across the sustainability pillar and delivery against

the respective sustainability targets. This year, for the first time, the SPI

performance was assessed using only in-year data.

The Committee considers the performance outcome of SPI and

provides relevant input and guidance to the CC in relation to the

recommendation on SPI outcome. This joint assessment forms part of

the CC’s overall recommendation on the SPI outcome (see page 103).

Updating the Sustainability Progress Index 2024–2026

Due to the required changes in methodology and scope, it is necessary

to revise our SPI climate targets for 2025 and 2026. This requires us to

update the Scope 1 and 2 emissions targets for 2025 and 2026 (SPI

2024–2026). The Committee reviewed the reasons for the change and

impact, and agreed to update the Scope 1 and 2 targets for 2025 and

2026.

Sustainability Progress Index 2025–2027

As agreed in 2023 during the Directors’ Remuneration Policy review,

from SPI 2024–2026 onwards, the SPI will be assessed using four

metrics aligned with Unilever’s sustainability focus areas. Each target

will have a numeric performance range (threshold and maximum) that

will drive the outcome, and the target will be disclosed prospectively for

a three-year period.

The Committee and the CC reviewed and approved the targets for

2027, as they relate to PSP 2025–2027.

EVALUATION OF THE CORPORATE

RESPONSIBILITY COMMITTEE

The Committee carried out an assessment of its effectiveness and

performance in the year. The process was administered by a

questionnaire and overseen by the Chief Legal Officer and Group

Secretary.

The Committee noted that the members held a short tenure at the end

of 2024 but observed that the Committee meetings they attended were

positively received. The feedback was also provided to the Board as

part of its evaluation of the overall performance and effectiveness of

the Board.

Susan Kilsby

Chair of the Corporate Responsibility Committee

Ruby Lu

Judith McKenna

Unilever Annual Report on Form 20-F 2024 95
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The Committee remains<br><br>committed to ensuring<br><br>that remuneration for the<br><br>Executive Directors aligns with the<br><br>interests and experience of<br><br>shareholders.
Andrea Jung<br><br>Vice Chair, Senior Independent Director and Chair of the<br><br>Compensation Committee

On behalf of the Compensation Committee, I am pleased to present

Unilever’s Directors’ Remuneration Report 2024. It describes the 2024

remuneration outcomes, as well as the implementation of the Directors’

Remuneration Policy in 2025.

BUSINESS PERFORMANCE CONTEXT

The Committee recognised the performance improvements that have

been delivered compared with the prior year. While it is still early in the

delivery of the GAP 2030 strategy, the Committee noted this positive

progress, both in absolute terms and relative to industry peers.

The Committee also recognised the improvements in profitability and

competitiveness as well as strong cash generation. Challenges in

competitiveness had negatively influenced the Committee’s final

deliberations in 2023. Additionally, the experience of shareholders

during 2024 was a key consideration, with the Committee recognising

the positive movement in the share price, which had also weighed

negatively on overall performance and the annual bonus outcomes in

2023.

However, the Committee fully acknowledges we have a long way to go

to reach the GAP 2030 objectives.

INCENTIVE OUTCOMES FOR THE EXECUTIVE

DIRECTORS

2024 annual bonus

Under the formulaic outcomes, a bonus of 122% of target opportunity

was calculated for the Executive Directors.

The Committee reviewed the outcome for the Executive Directors

within the broader performance context and determined that this was

appropriate. The significant outperformance on the underlying

operating profit growth measure, as well as on the free cash flow

measure, was somewhat balanced with performance slightly below

target on underlying sales growth. When considering financial

performance, the review included measures such as underlying return

on invested capital (ROIC) (18.1%) and underlying operating margin

(18.4%), again demonstrating positive progress. In particular, the

Committee recognised the improvements in underlying earnings per

share, increasing by 14.7% compared with the prior year.

The Committee also reviewed the competitiveness performance, and

while we are closing the gap, we are not yet satisfied with our market

share. This was considered through multiple lenses, with support from

the CFO and his function, to understand where progress had been

made and where challenges remain.

The Committee was satisfied that a bonus outcome 7 percentage

points higher than the previous year was aligned with the

improvements in performance on both an absolute and relative basis. It

was important to the Committee that improvements in bonus outcomes

were applied across all levels of the organisation this year, as the

performance enhancements were a product of a collaborative effort

involving everything from strategic decision-making to disciplined

execution.

2022–2024 Performance Share Plan (PSP)

Of the two Executive Directors, the outcomes under this plan are only

relevant to the CFO, as the CEO did not participate in this award cycle.

Under the formulaic outcomes, a performance-based vesting of 95% of

target opportunity was calculated. As with the annual bonus, the

Committee reviewed this outcome within the broader performance

context and determined that this was appropriate. Despite showing

recent improvement, the competitiveness measure over the entire

three-year performance period pulled down the overall final outcome.

The level of performance across the other three performance

measures being above target means that the aggregate outcome is

close to target. This was assisted in particular by the level of

outperformance on the ROIC measure, as noted above.

The improved outcome, compared with the previous cycle (63%), is

also supported by a review of other performance measures – such as

a three-year view of total shareholder return (TSR) – which were

not part of the formulaic calculation in this award cycle. The positive

relative performance on this measure provided additional reassurance

to the Committee that the formulaic outcome was appropriate, and no

adjustments were made to the formulaic calculation.

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WIDER STAKEHOLDER CONSIDERATIONS

When considering the annual bonus and PSP outcomes, the

Committee carefully reflected upon the experiences of our wider

stakeholders to ensure that outcomes were aligned.

Our shareholders

The Committee conducted comprehensive consultations

with shareholders and proxy advisers in 2023 in respect of the renewal

of the Remuneration Policy and its implementation. The input gathered

from this process continues to shape the Committee’s thinking and has

directly informed our approach to remuneration. The Directors’

Remuneration Policy was approved with 97.69% of the votes, and the

Directors’ Remuneration Report with 97.96% of the votes at the 2024

AGM.

The Committee remains committed to ensuring that remuneration for

the Executive Directors aligns with the interests and experience of

shareholders. In particular, the Committee reviewed the total

shareholder return performance (in euro) over 2024 and over a longer

horizon of three years. On both an absolute and relative basis, the

Committee was satisfied with this performance, with Unilever delivering

a return of 31% over 2024 and 33% from 2022–2024, placing it

first and third, respectively, within its performance peer group of 18

companies. In 2024, we returned €5.8 billion to PLC shareholders

through dividends and share buybacks, having completed a €1.5 billion

buyback programme during the year.

Our colleagues

The Committee is periodically updated on matters impacting the

compensation of the workforce, including salary reviews and the

operation of annual bonus schemes. Particular topics of interest for the

Committee include the living wage and the general alignment of

incentives and rewards with Unilever’s culture.

Fairness in the workplace is a core pillar of our Code of Business

Principles and incorporates our Framework for Fair Compensation.

As part of our Framework’s living wage element, we are committed to

paying a living wage to all our direct employees, which we achieved in

  1. In 2021, we received our first global independent accreditation

as a living wage employer from the Fair Wage Network. In 2024, we

were awarded our second global independent accreditation as a living

wage employer. The data disclosed excludes employees who are not

integrated into Unilever’s global reward structure and human resources

information system.

Unilever is also using our experience to extend this commitment to our

supply chain. Our goal is to have 50% of our procurement spend with

suppliers who have signed the Living Wage Promise by 2026. Thanks

to investment by Unilever and others, WageIndicator now provides

public living wage estimates for 173 countries, enabling our

suppliers to get started.

Sustainability

The Committee had one joint meeting with the Corporate

Responsibility Committee (CRC) during the year. The Committees

evaluate the degree of stretch, performance and external context

against the Sustainability Progress Index (SPI) targets. This joint

assessment informs the Compensation Committee’s overall decision

on the SPI outcome, which was 115% for the final year (2024) and 118%

over the three-year performance period for the 2022-2024 PSP. More

details are included in the CRC report.

Due to an improved greenhouse gas (GHG) measurement

methodology and to ensure alignment with our SBTi Scope 1 and 2

target, Unilever is revising its Climate Scope 1 and 2 emissions target

for 2025 and 2026. The Committees reviewed the reasons for

the change and impact and agreed to update the SPI targets

accordingly. The Committees also reviewed and approved the SPI

targets for the 2025–2027 PSP.

EXECUTIVE DIRECTOR CHANGES

As announced on 25 February 2025, Hein Schumacher stepped down

as CEO and as a Board Director with effect from 1 March 2025 by

mutual agreement and will leave the company on 31 May 2025. He will

be treated as a good leaver for the purposes of his remuneration.

Hein will continue to receive his current level of fixed pay up to

the cessation of his employment on 31 May 2025. He will then be eligible

for a payment in lieu of the remainder of his notice period. He will be

eligible to receive a bonus for the period to 30 April 2025 payable at the

normal time in 2026 subject to performance and 50% deferral. Hein will not

be granted a 2025 PSP award. Hein will be treated as a good leaver under

the Remuneration Policy for the purposes of his outstanding incentives. All

unvested PSP awards will be pro-rated for time. Further details of Hein’s

leaving arrangements are set out on page 109.

From appointment on 1 March 2025, Fernando’s remuneration will be

aligned with the terms of the Remuneration Policy for the CEO role. He will

receive fixed pay of €1,800,000 (which has been set at a lower level than

that of his predecessor) and be eligible to participate in an annual bonus

with a maximum opportunity of 225% of fixed pay, and a performance

share plan with a maximum opportunity of 400% of fixed pay. For 2025,

Fernando’s bonus opportunity will be pro rated to reflect that he served part

of the year as CFO. In determining Fernando’s fixed pay the Committee

took into consideration his experience and performance in roles to date,

and appropriate benchmarks given Unilever’s global scale, complexity and

market capitalisation. In the Committee's view the package appropriately

reflects his experience combined with the requirement to provide a market

competitive package. Fernando’s package is below the median of our peer

group and will be eligible for fixed pay review in early 2026 as normal.

Further details of Fernando’s 2025 remuneration are set out on page 100.

EXECUTIVE DIRECTOR REMUNERATION FROM

2025

In addition to aligning pay with performance, the Committee agreed

that consistency in approach over time is valuable across all our

stakeholder groups. The positive feedback and voting outcome from

shareholders last year provided further support for this view.

We therefore decided to retain the same structure, performance measures

and weightings for the annual bonus and PSP plans going into 2025. In line

with this, the Committee has not made any changes to the remuneration

for the Executive Directors beyond the fixed pay increase for the

CFO (Fernando Fernandez) described below.

CFO fixed pay increase

As noted in last year’s report, the Committee considered investor

feedback carefully. As a result, the Board decided to freeze the CEO’s

fixed pay for 2024 and 2025. No change has therefore been made to

the departing CEO’s fixed pay for 2025.

As also noted at that time, the Committee set the fixed pay

for Fernando as the incoming CFO (effective 1 January 2024) around

6% below the incumbent. Given the changes made

to the structure of the Executive Leadership team effective 1 January

2025, the CFO assumed additional responsibilities for supply chain

and procurement, digital and technology, and business services.

The Committee considered these factors alongside external

remuneration benchmarking data for the role. We concluded that an

increase of 7.5% for the CFO (slightly higher than the wider workforce

increase) was appropriate in light of all these factors. No further

increase would have been applied for the CFO for 2025. Following this

decision, as disclosed above, it has subsequently been decided that

the CFO would take on the CEO role from 1 March 2025 and as such,

his remuneration from this date reflects this change in role.

As always, the Committee will continue to benchmark the Executive

Director roles against the external market for companies of similar size

and complexity to ensure we pay competitively to attract and retain

high-quality senior leadership.

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PREVIOUS EXECUTIVE DIRECTORS

When setting the departure terms of the former CEO (Alan Jope), the

Committee agreed that he would be treated as a good leaver under the

PSP plan rules. His 2021 PSP (in relation to which he worked

throughout the performance period) has therefore vested and was

disclosed last year.

In respect of the 2022 PSP, the Committee at that time agreed, as part

of the former CEO’s legal separation agreement, that this award

should remain eligible to vest on the normal vesting date without a pro-

rata reduction for time served, provided that at the end of the

performance period, the Compensation Committee is satisfied he has

complied with any requirements concerning the handover of his duties.

Having reviewed this criterion following the end of the performance

period, the Committee has determined that the former CEO has

satisfied the vesting condition. As such, it vested on 13 February 2025

at 95% of target.

The 2023 PSP award for the former CEO was pro-rated pre-emptively

at grant by 6/36ths, to reflect time in role. Vesting will be determined

based on the performance outcome assessed in early 2026.

For the former CFO (Graeme Pitkethly), the Committee agreed as part

of his legal separation agreement that he would be treated as a good

leaver under the PSP plan rules. As such, his 2022 and 2023

outstanding PSP awards would continue to vest on the normal vesting

date, subject to the achievement of the relevant performance

conditions, but without any application of time pro-rating, provided the

Committee is satisfied that the former CFO has remained in retirement.

The Committee is satisfied this criterion has been met, and as such,

the

2022–2024 PSP vested on 13 February 2025 at 95% of target.

As for the former CEO, vesting of the 2023 PSP award will be

determined based on the performance outcome assessed in early

2026.

The discretion applied under the PSP plan rules to allow some (but not

all) of the PSP awards to vest without a pro-rata reduction for

time served was applied at a time of significant management change

and business uncertainty; the Committee determined that this

treatment would facilitate a smooth transition in this unique and

exceptional context facing Unilever at this time.

The decisions do not set a precedent for how the Policy will be

implemented for future Executives. As demonstrated by the best

practice treatment being applied to Hein Schumacher's outstanding

PSPs, it is important for the Committee to make clear that we would

apply a pro-rata reduction to vesting PSP awards to reflect time in

service for future good leavers.

NON-EXECUTIVE DIRECTOR FEES

Following a detailed review, the Committee decided to increase the

Chair fee by just under 10% to £725,000 per year (effective 1 April

2025). This aligns to the market median Chair fee of the FTSE 30,

while recognising that the size of Unilever is considerably above the

upper quartile of this group.

Fees for the other Non-Executive Directors will be reviewed during

the first half of 2025 to ensure they remain competitive and reflective of

the size and responsibilities of the roles, with any updates disclosed in

next year’s report.

LOOKING FORWARD

The Committee is firmly committed to ensuring that remuneration

remains closely aligned with performance, within a robust governance

framework.

We will continue to actively engage with management on

the implications of the European Sustainability Reporting Standards

(ESRS) and the EU Pay Transparency Directive on how we pay our

colleagues, as well as how we communicate pay to our stakeholders.

The Committee looks forward to providing more on this next year.

Finally, I would like to update you that I will not be standing for re-

election as a Director at this year’s Annual General Meeting.

Personally, as well as on behalf of the Committee and the entire Board,

I thank all shareholders and their representatives for their continued

support.

Andrea Jung

Chair of the Compensation Committee

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COMMITTEE MEMBERS AND ATTENDANCE

Attendance
Andrea Jung Chair 5/5
Nils Andersen (member until 1 May 2024) 3/3
Judith Hartmann (member until 1 May 2024) 3/3
Judith McKenna (member since 1 May 2024) 2/2
Ian Meakins 5/5
Nelson Peltz 4/5

This table shows the membership of the Compensation Committee

together with their attendance at meetings during 2024. Attendance is

expressed as the number of meetings attended out of the number

eligible to attend.

The Committee is comprised of four Non-Executive Directors, including

Andrea Jung as the Chair. Nils Andersen and Judith Hartmann stepped

down from the Committee at the AGM in May 2024. Judith McKenna

joined the Board on 1 March 2024 and the Committee from 1 May

2024.

Other attendees at Committee meetings in 2024 included the Chief

Executive Officer, Chief Legal Officer & Group Secretary, Chief

Employment Law Counsel, Chief People Officer, Head of Expertise &

Innovation, Group Head of Reward, Chief Research & Development

Officer, Chief Sustainability Officer, Global Head of Sustainable

Business Performance & Reporting, Global Head of Sustainability

Compass & Markets, Deputy Chief Financial Officer & Controller, and

advisers to the Committee (see below).

No individual Executive Director was present when their

own remuneration was being determined to ensure there was no

conflict of interest.

ROLE OF THE COMMITTEE

The Committee is concerned with the remuneration and benefits of the

Directors and other members of the Unilever Leadership Executive. It

also has responsibility for the design and terms of all-employee share-

based incentive plans and Executive cash or share-based incentive

plans. Finally, it sets the remuneration policy for, and is responsible for

the performance evaluation of, the Unilever Leadership Executive and

Executive Directors.

The Committee’s terms of reference are contained within ’The

Governance of Unilever’, which is available on our website.

As part of the Board evaluation carried out in 2024, the Board

evaluated the performance of the Committee. The Committee also

carried out an assessment of its own performance in 2024 via a third-

party provider (Nasdaq). Following these evaluations, improvements

will be made in 2025 in relation to the use of written resolutions and the

format of requested management information by the Committee to

provide suitable context for decision-making. Overall, the Committee

members concluded that the Committee is performing effectively.

ACTIVITIES OF THE COMMITTEE

During 2024, the Committee met five times and its activities included:

■determining the annual bonus outcome;

■determining the result of the Performance Share Plan (PSP) awards

for the CFO, former Executive Directors, and the Unilever

Leadership Executive (ULE);

■setting the annual bonus and PSP performance measures and

targets;

■setting fixed pay for the CFO;

■tracking external developments and assessing their impact on

Unilever’s Remuneration Policy and its implementation;

■reviewing pay gap data; and

■assessing Sustainability Progress Index (SPI) performance

outcomes and setting measures and targets along with the

Corporate Responsibility Committee (CRC).

ADVISERS

While it is the Committee’s responsibility to exercise independent

judgement, the Committee requests advice from management and

professional advisers, as appropriate, to ensure that its decisions are

fully informed given the internal and external environment.

PricewaterhouseCoopers LLP (PwC) was appointed by the Committee

to provide independent advice on various matters it considered. During

2024, the wider PwC network firms have also provided other tax and

consultancy services to Unilever, including tax compliance and other

tax-related services, cyber security services, internal audit advice,

third-party risk and compliance advice, and merger and acquisition

support. PwC is a member of the Remuneration Consultants Group

and, as such, voluntarily operates under the code of conduct in relation

to executive remuneration consulting in the UK, which is available

online at www.remunerationconsultantsgroup.com (Code of Conduct:

Executive Remuneration Consulting).

Given that PwC operates under the Remuneration Consultants

Group’s code of conduct, the Committee is satisfied that the advice of

the PwC engagement partner and team, which provide remuneration

advice to the Committee, was objective and independent. They do not

have connections with Unilever that might impair their independence.

The Committee reviewed the potential for conflicts of interest and

judged that there were appropriate safeguards against such conflicts.

In addition, the Committee conducts annual reviews with each

Executive Director and member of the ULE to ensure there are no

personal conflicts. The fees paid to PwC in relation to advice provided

to the Committee in the year to 31 December 2024 were £145,600.

This figure is calculated based on time spent and expenses incurred

for the majority of advice provided, but on occasion, for specific

projects, a fixed fee may be agreed.

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At a glance summary of 2024 remuneration

WHAT DID WE PAY OUR EXECUTIVE DIRECTORS IN 2024?

€316

1

€nil

€316

€751

€751

All figures in the table are in €'000. Performance Share Plan (PSP) actual values for the CEO are nil as he did not receive a grant under the

2022–2024 PSP given his appointment in 2023. PSP actual values for the CFO reflect awards granted when he was in a role below Board level.

2024 Annual Bonus Outcomes

The measures and performance against targets (shown in the bars) are set out below. All performance ranges are straight line between threshold

and maximum.

Performance measure Weighting % of target
Underlying sales growth 40% 1.00% 7.00% 80%
Underlying operating profit growth (including<br><br>restructuring costs) 30% -3.20% 6.80% 150%
Free cash flow(a) 30% €4.8bn €6.3bn 150%
Overall performance based on the formulaic<br><br>outcome 0% 150% 122%

25

4.20%

€7.0bn

122%

Maximum

150%

Target

100%

Threshold

0%

9.50%

(a)Free cash flow (excluding taxes paid on disposals)

2022–2024 Performance Share Plan Outcome

The measures and performance against targets (shown in the bars) are set out below. All performance ranges are straight line between threshold

and maximum.

Performance measure Weighting % of target
Competitiveness: % business winning 25% 60% —%
Cumulative free cash flow (current FX) 25% 16.0bn €22.0bn 108%
Underlying return on invested capital (exit year<br><br>%) 25% 15% 19% 155%
Sustainability Progress Index<br><br>(Committee assessment of SPI progress) 25% 0% 200% 118%
Overall performance based on the formulaic<br><br>outcome 0% 200% 95%

All values are in Euros.

Maximum

200%

Target

100%

Threshold

0%

169

44.3%

18.1%

118%

95%

€19.2bn

718

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At a glance summary of 2025 remuneration

Elements of remuneration and implementation of the Remuneration Policy for Executive Directors

Elements of<br><br>remuneration Summary of Policy for Executive Directors Implementation in 2025
Fixed Pay(a) ■Paid in cash. ■Hein Schumacher: 1,850,000 (—% increase) ■Fernando Fernandez■CFO from 1 January 2025 to 28 February 2025: 1,263,125 (7.5% increase) ■CEO from 1 March 2025: 1,800,000
Benefits ■Benefits include provision of death, disability and medical insurance cover, Directors’ liability insurance and actual tax return preparation<br><br>costs. Other benefits may be provided in the future where it is considered necessary by the Committee and/or required by legislation.
Annual Bonus ■Maximum opportunity: 225% of fixed pay.<br><br>■Business performance multiplier of between 0% and 150%<br><br>of target amount.<br><br>■50% of net bonus deferred into shares for three years.<br><br>■Dividend equivalents may be earned.<br><br>■Subject to clawback, malus, recovery, ultimate remedy and<br><br>discretion provisions. Target/Maximum award: ■CEO: 150%/225% of fixed pay2025 pro-ration:■Hein Schumacher will be eligible for a time pro-rated CEO annual bonus to 30 April 2025■Fernando Fernandez’s 2025 annual bonus opportunity will be pro-rated to reflect his time as CFO (1 January 2025 to                        28 February 2025) and his time as CEO (from 1 March 2025) Performance measures:■Underlying sales growth: 40% ■Underlying operating profit growth including restructuring costs: 30%■Free cash flow: 30%
Performance Share<br><br>Plan (PSP) ■Maximum opportunity: 400% of fixed pay for the CEO and<br><br>320% of fixed pay for the CFO.<br><br>■At target, 50% of maximum vests.<br><br>■Vests after three years, with additional two-year retention<br><br>period.<br><br>■Dividend equivalents may be earned to the extent that the<br><br>award vests, and in respect of the retention period.<br><br>■Subject to clawback, malus, recovery, ultimate remedy and<br><br>discretion provisions. Maximum award:■CEO: 400% of fixed pay■CFO: 320% of fixed pay2025:■Hein Schumacher will not be eligible for a 2025 PSP ■Fernando Fernandez’s 2025 target PSP award will be 200% of his new salary of 1,800,000 Performance measures:■Underlying sales growth: 25% ■Relative total shareholder return versus bespoke peer group:(b) 30% ■Underlying return on invested capital: 30%■Sustainability Progress Index: 15%
Malus and<br><br>clawback potential<br><br>triggers(c) Clawback
Downward restatement of results
Error in calculation or misleading data
Corporate failure
Gross misconduct/negligence
Material breach of Unilever’s Code of Business Principles/any Unilever Code Policy
Breach of restrictive covenants
Conduct by the individual that results in significant losses or serious reputational damage to Unilever
Malus applies during the three-year deferral/vesting period for deferred bonuses/PSP awards respectively.<br><br>Clawback can be applied for up to three years from the payment of a bonus award, and up to two years from vesting or the start of any<br><br>retention period (whichever is later) for the PSP awards.

All values are in Euros.

■CFO: 120%/180% of fixed pay

(a)The peer group for pay benchmarking consists of: Anheuser-Busch InBev, Beiersdorf, British American Tobacco, Coca-Cola, Colgate-Palmolive, Danone, Diageo, Haleon, Heineken,

Henkel, Kimberly-Clark, Kraft Heinz, L’Oréal, LVMH, Mondelēz, Nestlé, PepsiCo, Pernod Ricard, Procter & Gamble, and Reckitt Benckiser. The peer group is reviewed regularly and

companies are added and/or removed at the Committee’s discretion to ensure that it remains appropriate.

(b)The 2025 TSR peer group is on page 102.

(c)The malus provision allows the Compensation Committee to adjust the cash bonus or share awards downwards before the award is delivered or vests (should specified events occur). The

clawback provision allows the Compensation Committee to recover the repayment of a cash bonus or shares that formed part or all of an award that has already been delivered or vested

(again, should specified events occur).

Illustration of remuneration delivery timeframes

The timeframe for each of the elements of remuneration is outlined below:

Performance year +1 +2 +3 +4
Fixed Pay
Benefits
Annual Bonus Performance<br><br>period Deferral period(a)
PSP Performance period Retention period (b)
Malus & Clawback Malus & Clawback period

50% paid in cash

Vesting

(a)Deferral period – released after three years (50% of bonus earned).

(b)Retention period – released after two years (100% of vested award).

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2025 performance measures and link to strategy

Incentive plan Performance measure Link to strategy
Short term: annual<br><br>bonus(a) Underlying sales growth at constant FX rates<br><br>(USG) (40%) Clear, simple and well-understood measure supporting the achievement of<br><br>Unilever’s growth ambition.
Underlying operating profit growth at current FX<br><br>rates (UOP) (30%) Provides a focus on absolute profitability as an indicator of driving shareholder<br><br>value.
Free cash flow (FCF) at current FX rates (30%) Provides clear focus on the achievement of Unilever’s cash generation ambition.
Long term: PSP Underlying sales growth (USG) (25%) The primary driver of value creation in our multi-year financial growth model.
Relative total shareholder return(b) (30%) Aligns remuneration with shareholders’ experience and allows us to measure<br><br>relative performance.
Underlying return on invested capital (average)<br><br>(30%) Supports disciplined investment of capital within the business and encourages<br><br>acquisitions that create long-term value.
Sustainability Progress Index (15%) Sustainability is a strategic imperative for our business and a key part of our<br><br>Growth Action Plan 2030.<br><br>In May 2024, we launched our refocused sustainability strategy, with 15 near- and<br><br>medium-term goals to accelerate action in four priority areas where we can deliver<br><br>the greatest impact: Climate, Nature, Plastics and Livelihoods. To ensure focused<br><br>progress, the CRC and Compensation Committee have agreed four KPIs (one for<br><br>each priority area) to assess in progress towards Unilever’s sustainability goals<br><br>(see pages 36 and 37).

(a)The performance ranges for annual bonus will be disclosed next year.

(b)The TSR peer group for 2025 is shown on page 102.

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2025–2027 PSP performance targets

Measure Weighting Vesting at<br><br>threshold Threshold Maximum (200%<br><br>of target)
Underlying sales growth (USG) (average) 25% 50% 3.4% 6.0%
Relative total shareholder return(a) 30% 50% 10th (median) 1st–5th<br><br>(upper quartile)
Underlying return on invested capital (average) 30% 0% 18.2% 19.2%
Sustainability Progress Index(b) 15% 0%
Climate: The percentage change in greenhouse gas (GHG) emissions from<br><br>energy and refrigerant use in our operations in the given period in the reporting<br><br>year, in comparison to the same period in 2015.(c) -75% -85%
Nature: The total hectares of land, forests and oceans (as measured by ocean<br><br>floor area) that Unilever programmes help protect and/or regenerate, reported<br><br>annually as a cumulative total as at the end of the financial year. 1m hectares 1.5m hectares
Plastics: The percentage change in the total tonnes of virgin plastics used in the<br><br>packaging for our products, in the given period in the reporting year in<br><br>comparison to the same period in 2019. -30% -40%
Livelihoods: The percentage of our procurement spend in the financial year<br><br>which is with suppliers who have signed the Living Wage promise by the end of<br><br>the financial year. 50% 60%

All measures are straight line between threshold and maximum.

(a)The TSR peer group for 2025 is unchanged and consists of: Beiersdorf, Church & Dwight, Coca-Cola, Colgate-Palmolive, Danone, Estée Lauder, General Mills, Haleon, Henkel, Kenvue,

Kimberly-Clark, Kraft Heinz, L’Oréal, Mondelēz, Nestlé, PepsiCo, Procter & Gamble, and Reckitt Benckiser.

(b)SPI measures unaudited.

(c)Due to an improved greenhouse gas (GHG) measurement methodology and to ensure alignment with our SBTi Scope 1 & 2 target, Unilever is adjusting its Climate Scope 1 & 2 emissions

targets for 2025 and 2026. The Committees reviewed the reasons for the change and impact and agreed to update the SPI targets accordingly. The methodology is consistent with that

used to set the 2025–2027 PSP targets.

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ANNUAL REPORT ON REMUNERATION

This section, including the ’At a glance’ on page 99, sets out how the Remuneration Policy (which was approved by shareholders at the AGM on

1 May 2024 and is available on our website) was implemented in 2024.

The Remuneration Policy operated as intended in 2024, as set out in the Chair’s letter on page 95.

Unilever’s remuneration arrangements are aligned to its culture of rewarding performance through annual bonus and long-term incentive performance

measures. Remuneration is determined throughout Unilever based on the same principles as for the Executive Directors, as set out in the Remuneration

Policy. Remuneration is controlled with pay at risk based on pre-determined performance measures with a maximum outcome. This results in

predictability in the management of risks and costs. Executive remuneration is proportionate given the financial size and complexity of Unilever as

determined through benchmarking with our peers. Unilever’s arrangements provide for clarity and simplicity by consisting of fixed pay, benefits, annual

bonus and long-term incentives, which are transparently detailed in the Remuneration Policy and the relevant Directors’ Remuneration Report.

2024 outcomes

Single figure of remuneration and implementation of Remuneration Policy in 2024 for Executive Directors

The table below shows a single figure of remuneration for each of our current Executive Directors for the years 2023 and 2024, where applicable.

Hein Schumacher CEO (’000) Fernando Fernandez CFO (’000)
2024 2023 (1<br><br>June to 31<br><br>December) Proportion of<br><br>Fixed and<br><br>Variable<br><br>Rem 2024 2023 Proportion of<br><br>Fixed and<br><br>Variable<br><br>Rem
(A) Total fixed pay(a) 1,850 1,079 1,175
(B) Other benefits(b) 316 311 751
Fixed pay & benefits subtotal 2,166 1,390 35.2% 1,926
(C) Annual bonus(c) 3,386 1,862 1,720
(D) PSP(d) 0 0 1,478
(D) Buyout awards(e) 694
Variable Remuneration subtotal 3,386 2,556 64.8% 3,198
Total Remuneration (A+B+C+D) 5,552 3,946 5,124

All values are in Euros.

(a)Hein Schumacher was appointed CEO effective 1 June 2023. Fernando Fernandez was appointed CFO effective 1 January 2024.

(b)Benefits include relocation and are set out on page 104.

(c)In line with the Remuneration Policy, 50% of the 2024 net annual bonus will be deferred into Unilever shares that must be held for a period of three years.

(d)Hein Schumacher is not eligible for the 2022–2024 PSP as he was appointed CEO on 1 June 2023. The data for Fernando Fernandez includes the vesting on 13 February 2025 of 9,938

PLC shares of the 2022–2024 PSP (awarded on 11 March 2022 when not an Executive Director) and 3,459 PLC shares of the 2022–2024 PSP (awarded on 28 October 2022 when not an

Executive Director). The value is calculated by multiplying the number of shares granted (including additional shares in respect of accrued dividends to 31 December 2024) by the level of

vesting (% of target award) and the closing share price on 13 February 2025 (£44.83). Values have been translated into euros using the exchange rate at 13 February 2025 (€1 =

£0.8355).

(e)Data for 2023 includes the long-term incentive buyout award for Hein Schumacher, as disclosed in the 2022 Directors’ Remuneration Report, which vested on 7 May 2024. This value has

been updated from the forecast figure included in the 2023 Directors’ Remuneration Report to reflect the final vesting of 9,433 PLC shares multiplied by the share price at 7 May 2024

(£42.12) and translated into euros at the exchange rate of 7 May 2024 (€1 = £0.8576). The figure also includes the cash buyout award for Hein Schumacher of €230,572 (rounded) as

disclosed in the 2022 Directors’ Remuneration Report, which vested on 15 February 2024.

Unless stated otherwise, amounts for 2024 have been translated into euros using the average exchange rate over 2024 (€1 = £0.8481).

Amounts for 2023 have been translated into euros using the average exchange rate over 2023 (€1 = £0.8700).

We do not grant our Executive Directors any personal loans or guarantees.

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ELEMENTS OF SINGLE FIGURE REMUNERATION

(A) Fixed pay

Fixed pay set in euros and paid in 2024: CEO – €1,850,000 and CFO – €1,175,000.

(B) Other benefits

For 2024, this comprises:

Hein Schumacher<br><br>CEO(€)(a) Fernando Fernandez<br><br>CFO(€)(a)
2024 2024
Medical insurance cover and actual tax return preparation costs 43,933 81,371
Death and disability 19,062 12,107
Relocation(b) 253,438 657,174
Total 316,433 750,652

(a)The numbers in this table are translated where necessary using the average exchange rate over 2024 of €1 = £ 0.8481.

(b)As disclosed in the 2022 Directors’ Remuneration Report, Hein Schumacher received relocation support in respect of his move to the UK. Hein will leave Unilever on 31 May 2025 by

mutual agreement and be treated as a good leaver. The Committee will not claw back any of the relocation allowance. As disclosed in the 2023 Directors’ Remuneration Report, Fernando

Fernandez is eligible for relocation support (plus housing costs for up to six months) in respect of his move to the UK. If Fernando leaves Unilever before 1 January 2026, the Committee

may claw back some or all of the relocation allowance. In 2025, relocation expenses are expected to be in the region of €250,000, with no further payments in 2026.

(C) Annual bonus

Performance outcomes for the 2024 Annual bonus are shown in the ’At a glance’ section on page 99. Actual bonus outcomes are set out below.

Target bonus % of<br><br>fixed pay Bonus outcome as %<br><br>of target Bonus outcome as %<br><br>of fixed pay Fixed pay (€’000) Bonus outcome<br><br>(€’000) % Bonus deferred<br><br>into shares
Hein Schumacher 150% 122% 183% 1,850 3,386 50%
Fernando Fernandez 120% 122% 146% 1,175 1,720 50%

50% of the net annual bonus earned is deferred into shares (€931,013 for Hein Schumacher and €455,853 for Fernando Fernandez). Shares are

deferred for three years and not subject to performance or service conditions, in line with the Remuneration Policy.

(D) Long-term incentive 2022–2024 PSP

This includes PSP shares (operated under the Unilever Share Plan 2017) granted to Fernando Fernandez on 11 March 2022 and 28 October

2022.

Performance outcomes for the 2022–2024 PSP are shown in the ’At a glance’ section on page 99. Further detail on the outcome for the SPI

measure is below.

Outcome of SPI for 2022–2024 PSP:

The SPI is an assessment of the business’s sustainability performance, made jointly by the Corporate Responsibility Committee (CRC) and the

Committee, that captures quantitative and qualitative elements. As disclosed last year, the SPI is now assessed against four metrics aligned to

priority areas. For 2024, the CRC and the Committee agreed on an in-year SPI outcome taking into account performance in the areas of Climate,

Nature, Plastics and Livelihoods. For the 2022-2024 PSP performance period the SPI outcome is calculated by taking a simple average of the

SPI outcomes across the three years of the performance period. The in-year and 2022-2024 SPI outcomes are set out at the bottom of the table

on the following page.

Unilever Annual Report on Form 20-F 2024 105
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Priority Anchor metric Target 2024 actual Outcome(a)
--- --- --- --- ---
Climate The percentage change in greenhouse gas (GHG) emissions from energy and<br><br>refrigerant use in our operations in the given period in 2024, in comparison to the<br><br>same period in 2015. -76% -76.5% above target
Nature The total hectares of land, forests and oceans (as measured by ocean floor area) that<br><br>Unilever programmes help protect and/or regenerate. 500k<br><br>hectares 560k<br><br>hectares above target
Plastics The percentage change in the total tonnes of virgin plastics used in the packaging for<br><br>our products sold between 2019 (baseline) and 2024. -23% -23% on target
Livelihoods The percentage of our procurement spend in the financial year which is with suppliers<br><br>who have signed the Living Wage promise by the end of that financial year. 28% 32% above target
Annual SPI outcome 115%
Average SPI outcome<br><br>for 2022–2024 PSP(b) 118%

(a)Assessed by the Compensation Committee and Corporate Responsibility Committee. Outcome of 115% for 2024 is in line with the 2023 outcome.

(b)SPI outcome for 2022–2024 PSP is a simple average of 115% for 2024, 115% for 2023 and 125% for 2022. SPI 2022 and 2023 outcomes can be found in the relevant Directors’

Remuneration Reports.

In 2024, Unilever scored above target for climate, nature and livelihoods. On plastics, Unilever was on-target (23% virgin plastic reduction). Our

plastics performance reflects the changes we made in the year to improve the measurement of our virgin plastic and recycled plastic packaging,

as part of our continuous efforts to enhance the quality of our reporting.

For 2024, we have reported a Climate Scope 1 and 2 SPI performance of -76.5% and an SBTi Scope 1 and 2 performance of -72% (see page

243 of the Sustainability Statement). This difference is due to action we have taken to improve our greenhouse gas (GHG) measurement

methodology, with a more complete and accurate measurement of emissions categories previously deemed immaterial (e.g. small warehouses

and small offices). As a result of this improvement, we revised the scope and the baseline of our SBTi target in 2024, in line with SBTi target

guidelines and restated our performance against the SBTi target for prior years. The decision to update our SBTi target was made mid-year and

had no impact on the planned 2024 decarbonisation actions to be implemented by our manufacturing teams and therefore we did not amend the

scope of the SPI target in 2024. The SPI and SBTi targets will be aligned in 2025.

Value of payout under PSP

The table below shows the details of the 2022–2024 PSP vest for Fernando Fernandez.

Number of shares granted Number of shares vested Value of vested shares<br><br>(€’000)
Awarded 11 March 2022 9,480 9,938 1,084
Awarded 28 October 2022 3,364 3,459 394

The number of shares vested includes dividend equivalents accrued through to 31 December 2024.

The PLC share price used to calculate the value at vesting is at 13 February 2025 (£44.83), translated into euros using the exchange rate for 13

February 2025 (€1 = £0.8355).

The estimated values attributable to share price growth since the awards were granted are €263,892 for the award made on 11 March 2022 and

€49,664 for the award made on 28 October 2022.

106 Unilever Annual Report on Form 20-F 2024
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SCHEME INTERESTS AWARDED IN THE YEAR

PSP share awards made in 2024
Basis of award(a) The following numbers of performance shares were awarded on 8 March 2024 (vesting on or around 12 February 2027):
CEO: PLC – 82,448CFO: PLC – 41,893
Maximum vesting results in 200% of the above awards vesting. Dividend equivalents may be earned (in cash or additional shares) on the award when and to the extent that the award vests.
Maximum face value of awards(b) CEO: 7,457,397 CFO: 3,789,164
Threshold vesting<br><br>(% of target award) Four variously weighted long-term performance measures. See table below for details of vesting for threshold performance.
Performance period 1 January 2024–31 December 2026 (with a requirement to hold vested shares for a further two-year retention period).
Details of performance measures Performance measures:
2024–2026 PSP awards
Performance measure Vesting at<br><br>threshold Threshold Maximum (200%<br><br>target)
Underlying sales growth (USG) (average) 50% 3.0% 6.0%
Relative total shareholder return (TSR)(c) 50% 10th (median) 5th (upper<br><br>quartile)
Underlying return on invested capital (average) 0% 15.5% 17.5%
Sustainability Progress Index (Committee<br><br>assessment of SPI progress)(d)(e) 0%
Climate: The percentage change in greenhouse gas emissions (GHG) from energy<br><br>and refrigerant use in our operations in the given period in the reporting year, in<br><br>comparison to the same period in 2015.(f) -74% -76%
Nature: The total hectares of land, forests and oceans (as measured by ocean floor<br><br>area) that Unilever programmes help protect and/or regenerate, reported annually<br><br>as a cumulative total as at the end of the financial year. 900k hectares 1.1m hectares
Plastics: The percentage change in the total tonnes of virgin plastics used in the<br><br>packaging for our products, in the given period in the reporting year in comparison<br><br>to the same period in 2019. -28% -32%
Livelihoods: The percentage of our procurement spend in the financial year which<br><br>is with suppliers who have signed the Living Wage promise by the end of that<br><br>financial year. 45% 55%

All values are in Euros.

All measures are straight line between threshold and maximum.

(a)Based on 200% of fixed pay for the CEO and 160% of fixed pay for the CFO.

(b)Face values are calculated by multiplying the number of shares granted on 8 March 2024 (including decimals) by the share price on that day of PLC (£38.36), assuming maximum

performance and therefore maximum vesting of 200% and then translating into euros using an average exchange rate over 2024 of €1 = £0.8481 (rounded).

(c)The TSR peer group for 2024 consists of: Beiersdorf, Church & Dwight, Coca-Cola, Colgate-Palmolive, Danone, Estée Lauder, General Mills, Haleon, Henkel, Kenvue, Kimberly-Clark,

Kraft Heinz, L’Oréal, Mondelēz, Nestlé, PepsiCo, Procter & Gamble, and Reckitt Benckiser.

(d)From 2026, SPI targets exclude Ice Cream.

(e)SPI measures unaudited.

(f)Since setting the original emissions targets, Unilever has introduced an improved greenhouse gas (GHG) measurement methodology. To ensure alignment with our SBTi Scope 1 & 2

target, the Climate target has been updated to reflect this new methodology. The targets remain as stretching as originally intended.

Unilever Annual Report on Form 20-F 2024 107
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Annual bonus deferral share awards made in 2024
--- --- ---
Basis of award(a) The following numbers of annual bonus deferral shares were awarded on 22 March 2024:
CEO: PLC – 11,036 CFO: PLC – 10,037
Annual bonus deferral shares accrue dividends.
Face value of awards(b) CEO: €517,447 CFO: €470,606
Deferral period 22 March 2024–22 March 2027.
Details of performance<br><br>measures No performance measures.

(a)Based on 50% of the net bonus for 2023 as set out on page 134 of the 2023 Directors’ Remuneration Report.

(b)Face values are calculated by multiplying the number of shares granted on 22 March 2024 (including decimals) by the share price on that day of PLC (£39.77) and translating into euros

using an average exchange rate over 2024 of €1 = £0.8481 (rounded).

MINIMUM SHAREHOLDING REQUIREMENT AND EXECUTIVE DIRECTOR SHARE INTERESTS

Executive Directors are required to build and retain a personal shareholding in Unilever within five years of their date of appointment to align their

interests with those of Unilever’s shareholders. Executive Directors are required to maintain at least 100% of their minimum shareholding

requirement for two years after leaving (or if less, their actual shareholding on the date of leaving). ULE members are required to build a

shareholding of 400% of fixed pay (500% for the CEO). This requirement is 250% of fixed pay for the management layer below ULE.

Incoming Executive Directors will be required to retain all shares vesting from any share awards made since their appointment (after deduction of

tax) until their minimum shareholding requirements have been met in full. If Executive Directors fail to achieve 100% of the shareholding

requirement by the relevant time, they are not permitted to sell any Unilever shares and Unilever retains the right to block the sale of their shares

until the required level of shareholding has been obtained.

Executive Directors’ shareholdings are ring-fenced to ensure they meet the minimum shareholding requirement, including for two years after

leaving employment. This means that even if the shares are vested, they are blocked until the end of the minimum shareholding requirement

period (excluding any shares above the minimum shareholding requirement).

When calculating an Executive Director’s personal shareholding, the following methodology is used:

■fixed pay at the date of measurement;

■shares in PLC will qualify provided they are personally owned by the Executive Director, by a member of their immediate family, or by certain

corporate bodies, trusts or partnerships, as required by law from time to time (each a ‘connected person’);

■shares or entitlements to shares that are subject only to the Executive Director remaining in employment will qualify on a net of tax basis

(including deferred bonus awards); and

■shares awarded on a conditional basis will not qualify until the moment of vesting (i.e. once the precise number of shares is fixed after the

vesting period has elapsed).

The share price for the relevant measurement date will be based on the average closing share prices and the euro/sterling/US dollar exchange

rates from the 61 calendar days prior to and including the measurement date.

The table below shows the Executive Directors’ (and if applicable their ‘connected persons‘) interest in PLC ordinary shares and share ownership

against the minimum shareholding requirements as at 31 December 2024.

Executive Directors’ and their connected persons’ interests in shares and share ownership

Share ownership<br><br>guideline as a % of<br><br>fixed pay (as at 31<br><br>December 2024) Have guidelines<br><br>been met (as at 31<br><br>December 2024) Actual share<br><br>ownership as a %<br><br>of fixed pay (as at<br><br>31 December<br><br>2024)(a) Shares held as at<br><br>1 January 2024 Shares held as at<br><br>31 December 2024(b)
PLC PLC ADS PLC PLC ADS
CEO: Hein Schumacher(c) 500% No 75% 5,491 0 24,811 0
CFO: Fernando<br><br>Fernandez 400% Yes 1,468% 261,793 0 310,479 0

(a)Calculated based on the methodology set out above and the headline fixed pay for the CEO and CFO as at 31 December 2024.

(b)PLC shares are ordinary 31/9p shares. Includes any accrued deferred bonus dividend shares that are reinvested.

(c)Hein Schumacher was appointed on 1 June 2023 and had five years from the date of his appointment to achieve his personal shareholding requirement. As he has not met his required

level, as noted on page 110, he is required to retain all shares owned for a period of two years post cessation.

During the period between 1 January and 21 February 2025, the following changes in interests have occurred:

■As detailed on page 105, on 13 February 2025, Fernando Fernandez acquired blocks of 9,938 PLC shares and 3,459 PLC shares following

the vest of his 2022–24 PSP awards.

■On 13 February 2025, Fernando Fernandez sold 13,397 PLC shares at a price of £44.41.

108 Unilever Annual Report on Form 20-F 2024
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The voting rights of the Directors (Executive and Non-Executive) and members of the ULE who hold interests in the share capital of PLC are the

same as for other holders of the class of shares indicated. As at 21 February 2025, none of the Directors’ (Executive and Non-Executive) or other

ULE members’ shareholdings amounted to more than 1% of the issued shares in that class of share (except Nelson Peltz, who owns 1.3% of the

PLC issued share capital including via Trian Fund Management as a connected person). All shareholdings in the table above are beneficial. On

page 79, the full share capital of PLC has been described. Pages 155 and 156 set out how many shares Unilever held to satisfy the awards

under the share plans.

Information in relation to outstanding share incentive awards

As at 31 December 2024, Hein Schumacher held awards over a total of 156,160 shares which are subject to performance conditions and a total

of 11,036 bonus deferral shares which are not subject to performance conditions. Fernando Fernandez held awards over a total of 69,405 shares

which are subject to performance conditions and a total of 18,234 bonus deferral shares which are not subject to performance conditions. The

bonus deferral shares are included in the table on page 107 and the changes in 2024 are shown in the tables below. There are no awards of

shares in the form of options.

Annual bonus deferral shares

The following bonus deferral shares were outstanding at 31 December 2024 under the Unilever Share Plan 2017:

Share type Balance of<br><br>bonus deferral<br><br>shares at<br><br>1 January 2024(a) Bonus deferral<br><br>shares granted<br><br>in 2024(b) Price at award Bonus deferral<br><br>shares with<br><br>restrictions<br><br>removed Balance of<br><br>bonus deferral<br><br>shares at<br><br>31 December<br><br>2024(c)
Hein Schumacher PLC 0 11,036 £39.77 0 11,036
Fernando Fernandez PLC 8,197 10,037 £39.77 0 18,234

(a)Hein Schumacher: There were no outstanding annual bonus deferral shares at 1 January 2024 as he was appointed CEO effective 1 June 2023.

(b)Grant made on 22 March 2024 and vesting on or around 22 March 2027.

(c)Annual bonus deferral shares accrue dividends and, if reinvested, are included in the share ownership table on page 107.

PSP

The following conditional shares were outstanding at 31 December 2024 under the Unilever Share Plan 2017 and are subject to performance

conditions:

Balance of<br><br>conditional shares<br><br>at 1 January 2024 Conditional<br><br>shares<br><br>awarded<br><br>in 2024 Balance of<br><br>conditional shares<br><br>at 31 December 2024
Share<br><br>type No. of<br><br>shares Performance<br><br>period<br><br>1 January 2024<br><br>to<br><br>31 December<br><br>2026(a) Price at<br><br>award Dividend<br><br>shares<br><br>accrued<br><br>during the<br><br>year(b) Vested in<br><br>2024(c) Price at<br><br>vesting Additional<br><br>shares<br><br>earned in<br><br>2024 Shares<br><br>lapsed(d) No. of shares
Hein<br><br>Schumacher PLC 69,433 82,448 £38.36 4,279 0 0 0 156,160
Fernando<br><br>Fernandez PLC 34,491 41,893 £38.36 1,854 5,741 £39.81 0 3,092 69,405

(a)These grants were made on 8 March 2024 (vesting on or around 17 February 2027).

(b)Reflects reinvested dividend equivalents accrued during 2024, subject to the same performance conditions as the underlying PSP shares.

(c)The 2021 grant vested on 15 February 2024 at 65% for Fernando Fernandez (Executive Directors’ vested at 63%, but Fernando Fernandez was not an Executive Director for the 2021–

2023 performance period).

(d)As the 2021–2023 performance period had a 65% vest, the balance of shares were lapsed.

Executive Directors’ service contracts

Starting dates of our Executive Directors’ service contracts:

■Hein Schumacher: 1 June 2023 (signed on 29 January 2023);(a) and

■Fernando Fernandez: 1 January 2024 (signed 24 October 2023).(b)

Service contracts are available for shareholders to view at the AGM or on request from the Group Secretary, and can be terminated with 12

months’ notice from Unilever or six months’ notice from the Executive Director. A payment in lieu of notice can be made of no more than one

year’s fixed pay and other benefits. Other payments that can be made to Executive Directors in the event of loss of office are disclosed in our

Remuneration Policy. See the remuneration topics section of our website for a copy of the Remuneration Policy.

(a)Hein Schumacher began employment with Unilever on 1 June 2023 as CEO Designate and Executive Director and became CEO on 1 July 2023.

(b)Amended on 24 February 2025 to reflect Fernando Fernandez's appointment as CEO with effect from 1 March 2025.

Unilever Annual Report on Form 20-F 2024 109
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Payments to former Directors

The table below shows the 2024 payments to Paul Polman in accordance with arrangements made with him upon his stepping down as CEO on

31 December 2018 and his retirement from employment with Unilever effective 2 July 2019 (arrangements disclosed in the 2018 Directors’

Remuneration Report). Also shown are the 2024 payments to Alan Jope in accordance with arrangements made with him upon his stepping

down as CEO on 1 July 2023 and his retirement from employment with Unilever effective 31 December 2023 (arrangements disclosed in the

2022 Directors’ Remuneration Report). Also shown are the 2024 payments to Graeme Pitkethly in accordance with arrangements made with him

upon his stepping down as CFO on 31 December 2023 and his retirement from employment with Unilever effective 31 May 2024 (arrangements

disclosed in the 2023 Directors’ Remuneration Report).

Paul Polman (€) Alan Jope (€) Graeme Pitkethly (€)
Fixed pay(a) 519,276
Benefits(b) 2,144 39,817 35,590
Total 2,144 39,817 554,866

(a)Fixed pay for the period up to 31 May 2024.

(b)This includes tax preparation fees for Paul Polman and Alan Jope. For Graeme Pitkethly, it includes tax preparation fees and (for the period up to 31 May 2024) medical insurance cover

and death and disability provision.

As disclosed in the 2023 Directors’ Remuneration Report, Alan Jope and Graeme Pitkethly were entitled to receive their 2021–2023 PSP award,

vesting on or around 7 May 2024. As the final values were not known, estimated values of these awards were provided in the 2023 Directors’

Remuneration Report on the basis that the awards vested at the average share price over Q4 2023 (£38.69) and translated into euros using the

average exchange rate for Q4 2023 of €1 = £ 0.8668. The awards have since vested and the table below sets out the final restated values based

on the share price at 7 May 2024 (£42.12) and exchange rate at 7 May 2024 of €1 = £0.8576.

(€'000)(a)
Alan Jope 2,120
Graeme Pitkethly 1,278

(a)The values shown are based on vested shares of 43,165 for Alan Jope and 26,013 for Graeme Pitkethly. These numbers include dividends awarded up to 7 May 2024.

Payments for loss of office

Details of the leaving arrangements for Alan Jope and Graeme Pitkethly are set out in the 2022 and 2023 Directors’ Remuneration Reports

respectively. As disclosed previously, both individuals left for retirement and as such, are being treated as good leavers.

In-flight PSP long-term share incentive plans remain capable of vesting in accordance with the rules of the relevant plans on their vesting date. As

set out in the Chair’s statement, the 2022–2024 PSP award for Alan Jope and the 2022–2024 PSP and 2023–2025 PSP awards for Graeme

Pitkethly will not be pro-rated for time, subject to the Committee being satisfied that the individuals meet the appropriate conditions at each relevant

vesting date. For Alan Jope the relevant condition was whether Alan's handover of duties was satisfactory, this was confirmed by the Committee in

  1. For Graeme Pitkethly the relevant condition is whether Graeme remains in retirement, this was confirmed as accurate at the point of vesting of

the 2022-2024 PSP award.

Therefore as set out in the Chair’s statement, the 2022–2024 PSP award vested on 13 February 2025 at 95% of the target opportunity. Details

of the award values are set out below:

Award 2022–2024 PSP Vesting date Number of shares vesting(a) Value of shares vesting<br><br>(€'000)(b)
Alan Jope 13 February 2025 81,171 4,355
Graeme Pitkethly 13 February 2025 48,916 2,625

(a)Calculated by multiplying the number of shares granted (including additional shares in respect of accrued dividends to 31 December 2024) by the level of vesting as set out on page 99.

(b)Calculated by multiplying the number of vested shares by the closing share price on 13 February 2025 (£44.83). Values have been translated into euros using the exchange rate at 13

February 2025 (€1 = £0.8355).

Graeme Pitkethly received a retirement gift worth £5,500 (€6,485 rounded), which is disclosed in accordance with the Directors’ Remuneration

Policy for gifts worth over £5,000. The value has been translated into EUR using the average exchange rate over 2024 (£1 = €1.1791).

Leaving arrangements for Hein Schumacher

As announced on 25 February 2025, Hein Schumacher stepped down as CEO and Executive Director with effect from

1 March 2025 and will remain employed until 31 May 2025. Hein’s departure is through a mutual agreement, and he will be treated as a good

leaver. All payments will be in line with our Remuneration Policy.

110 Unilever Annual Report on Form 20-F 2024
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On this basis, and in accordance with his service agreement and our Remuneration Policy, Hein:

■Will receive fixed pay and benefits to 31 May 2025.

■Will receive a payment in lieu of notice, the amount of which will be equal to fixed pay for the remainder of his notice period to 24 February

2026.

■Remains eligible to receive a bonus in respect of the period to 30 April 2025 based on Company performance. This will be payable 50% in

cash and 50% in shares deferred for a period of three years in line with the Policy for incumbent directors.

■Will not receive a 2025 PSP award.

■Will be treated as a good leaver and unvested deferred bonus awards will continue to vest on the normal timescale.

■Will be treated as a good leaver and in-flight PSP awards (2023 and 2024 PSP) will continue to be eligible to vest, pro-rated

for time served to 31 May 2025, subject to Company performance. Awards will vest in line with the normal timelines and will continue to be

subject to a two-year holding period.

■Will receive a capped contribution towards relocation support to move back to the Netherlands, and legal and outplacement costs.

■Will continue to benefit from private medical insurance coverage for himself and his family until the end of the policy year

(31 December 2025).

■Will remain subject to his shareholding requirement. As he has not yet met his required level, he is required to retain all shares owned for a

period of two years post cessation.

IMPLEMENTATION OF THE REMUNERATION POLICY FOR NON-EXECUTIVE DIRECTORS

As explained in the Chair’s letter on page 97, the Board has decided to increase the fee for the Chair to £725,000 per year, effective 1 April 2025.

The other Non-Executive Director fees will be reviewed in the first half of 2025 and any changes reported in the Directors’ Remuneration Report

2025.

Non-Executive Director fees are set and paid in GBP. The table below outlines the current fee structure shown in our reporting currency of EUR

and GBP, using the average exchange rate over 2024 (£1 = €1.1791) (rounded).

2025 2024
Roles and responsibilities Annual Fee € Annual Fee £ Annual Fee € Annual Fee £
Basic Non-Executive Director Fee 112,015 95,000 112,015 95,000
Chair (all-inclusive)(a) 854,848 725,000 778,206 660,000
Senior Independent Director (modular) 47,164 40,000 47,164 40,000
Member of Nominating and Corporate Governance Committee 17,687 15,000 17,687 15,000
Member of Compensation Committee 23,582 20,000 23,582 20,000
Member of Corporate Responsibility Committee 23,582 20,000 23,582 20,000
Member of Audit Committee 29,478 25,000 29,478 25,000
Chair of Nominating and Corporate Governance Committee 35,373 30,000 35,373 30,000
Chair of Compensation Committee 41,269 35,000 41,269 35,000
Chair of Corporate Responsibility Committee 41,269 35,000 41,269 35,000
Chair of Audit Committee 47,164 40,000 47,164 40,000

(a)Increased from £660,000 per year to £725,000 per year effective from 1 April 2025. The pro rated amount to be paid in 2025 will be £708,750 (€835,687).

All reasonable travel and other expenses incurred by Non-Executive Directors in the course of performing their duties are considered to be

business expenses and so are reimbursed.

Unilever Annual Report on Form 20-F 2024 111
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SINGLE FIGURE OF REMUNERATION IN 2024 FOR NON-EXECUTIVE DIRECTORS

The table below shows a single figure of remuneration for each of our Non-Executive Directors for the years 2023 and 2024.

Non-Executive Director 2024 2023
Fees(a)<br><br>€'000 Benefits(b)<br><br>€'000 Total remuneration<br><br>€'000 Fees(a)<br><br>€'000 Benefits(b)<br><br>€'000 Total remuneration<br><br>€'000
Nils Andersen(c) 52 2 54 708 37 745
Judith Hartmann(d) 52 52 146 21 167
Adrian Hennah(e) 171 171 155 22 177
Andrea Jung(f) 218 218 213 213
Susan Kilsby(g) 169 169 138 2 140
Ruby Lu(h) 157 157 142 142
Strive Masiyiwa(i) 52 52 149 149
Judith McKenna(j) 125 125
Ian Meakins(k) 778 778 91 91
Youngme Moon(l) 46 46 132 132
Nelson Peltz(m) 136 136 132 132
Hein Schumacher(n) 57 2 59
Total 1,956 2 1,958 2,063 84 2,147

(a)Where relevant, amounts for 2023 have been translated into euros using the average exchange rate over 2023 (£1 = €1.1494). Amounts for 2024 have been translated into euros using

the average exchange rate over 2024 (£1 = €1.1791).

(b)The only benefit received relates to travel by spouses or partners where they are invited by Unilever.

(c)Nils Andersen was Chair, Chair of the Nominating and Corporate Governance Committee and Member of the Compensation Committee until 1 December 2023. From 1 December 2023,

Member of the Nominating and Corporate Governance Committee and Compensation Committee. Retired from the Board at the May 2024 AGM.

(d)Judith Hartmann was Member of the Audit Committee until 3 May 2023 and then Member of the Nominating and Corporate Governance Committee and Compensation Committee. Retired

from the Board at the May 2024 AGM.

(e)Adrian Hennah was Chair of the Audit Committee from 4 May 2022 and Member of the Nominating and Corporate Governance Committee from 1 May 2024.

(f)Andrea Jung was Vice Chair, Senior Independent Director, Member of the Nominating and Corporate Governance Committee and Chair of the Compensation Committee.

(g)Susan Kilsby was Member of the Audit Committee and from 1 May 2024, Chair of the Corporate Responsibility Committee.

(h)Ruby Lu was Member of the Compensation Committee and Nominating and Corporate Governance Committee until 3 May 2023 and then Member of the Audit Committee. Member of the

Corporate Responsibility Committee from 1 May 2024.

(i)Strive Masiyiwa was Chair of the Corporate Responsibility Committee. Retired from the Board at the May 2024 AGM.

(j)Judith McKenna was appointed to the Board from 1 March 2024 and Member of both the Corporate Responsibility and Compensation Committees from 1 May 2024.

(k)Ian Meakins was appointed to the Board from 1 September 2023 and Chair, Chair of the Nominating and Corporate Governance Committee and Member of the Compensation Committee

from 1 December 2023.

(l)Youngme Moon was Member of the Corporate Responsibility Committee. Retired from the Board at the May 2024 AGM.

(m)Nelson Peltz was Member of the Compensation Committee.

(n)Hein Schumacher was appointed to the Board and Member of the Audit Committee from 4 October 2022 to 31 May 2023, following which he was appointed as an Executive Director.

We do not grant our Non-Executive Directors any personal loans or guarantees or any variable remuneration, nor are they entitled to any

severance payments.

PERCENTAGE CHANGE IN REMUNERATION OF NON-EXECUTIVE DIRECTORS

The table below shows the five-year history of year-on-year percentage change for fees and other benefits for the Non-Executive Directors who

were Non-Executive Directors at any point during 2024. Please see page 115 for a comparison of the percentage change in remuneration of PLC

employees.

Total Remuneration(a)
Non-Executive Director % change from<br><br>2023 to 2024 % change from<br><br>2022 to 2023 % change from<br><br>2021 to 2022 % change from<br><br>2020 to 2021 % change from<br><br>2019 to 2020
Nils Andersen(b) -92.8 -6.1 5.0 -3.0 253.9
Judith Hartmann(c) -68.9 30.5 1.6 -3.0 -11.4
Adrian Hennah(d) -3.4 26.4 566.7
Andrea Jung 2.4 6.5 11.1 32.8 11.8
Susan Kilsby(e) 20.7 -9.1 22.2 -3.0 144.0
Ruby Lu(f) 10.6 -7.8 569.6
Strive Masiyiwa(g) -65.1 10.4 0.7 -3.0 -0.9
Judith McKenna(h) n/a
Ian Meakins(i) 755.0
Youngme Moon(j) -65.2 -17.0 20.5 -21.4 -0.8
Nelson Peltz 3.0 144.4

(a)Non-Executive Directors receive an annual fixed fee and do not receive any Company performance-related payments. Therefore, the year-on-year % changes are mainly due to changes in

committee chair or memberships, mid-year appointments or retirements, fee increases (as disclosed in applicable Directors’ Remuneration Reports), travel costs and changes in the average sterling-

to-euro exchange rate. The only benefit received relates to travel by spouses or partners where they are invited by Unilever.

(b)Nils Andersen retired from the Board at the 2024 AGM, hence the decrease from 2023 to 2024.

(c)Judith Hartmann retired from the Board at the 2024 AGM, hence the decrease from 2023 to 2024.

(d)Adrian Hennah became a Member of the Nominating and Corporate Governance Committee from 1 May 2024 but a reduction in spouse/partner travel costs results in a fee reduction from

2023 to 2024.

(e)Susan Kilsby became Chair of the Corporate Responsibility Committee from 1 May 2024, hence the increase from 2023 to 2024.

(f)Ruby Lu became a Member of the Corporate Responsibility Committee from 1 May 2024, hence the increase from 2023 to 2024.

(g)Strive Masiyiwa retired from the Board at the 2024 AGM, hence the decrease from 2023 to 2024.

(h)Judith McKenna was appointed to the Board from 1 March 2024 and became a Member of the Corporate Responsibility and Compensation Committees from 1 May 2024.

(i)Ian Meakins was appointed to the Board from 1 September 2023 and Chair, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee

from 1 December 2023. Hence the increase from 2023 to 2024.

(j)Youngme Moon retired from the Board at the May 2024 AGM, hence the decrease from 2023 to 2024.

112 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- DIRECTORS’ REMUNERATION REPORT
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Non-Executive Directors’ interests in shares

Non-Executive Directors are encouraged to build up a personal shareholding of at least 100% of their annual fees over the five years from

appointment. The table below shows the interests in Unilever PLC ordinary shares as at 1 January 2024 and 31 December 2024 of Non-Executive

Directors and their connected persons. This is set against the minimum shareholding recommendation.

There has been no change in these interests between 1 January 2025 and 21 February 2025.

Non-Executive Director Share type Shares held at<br><br>31 December<br><br>2024(a) Share type Shares held at<br><br>1 January 2024 Actual share<br><br>ownership as a % of<br><br>NED fees<br><br>(as at 31 December<br><br>2024)
Nils Andersen(b) PLC 21,014 PLC 21,014 2,267
Judith Hartmann(b) PLC 2,500 PLC 2,500 270
Adrian Hennah(c) PLC 4,000 PLC 4,000 130
Andrea Jung(c) PLC 4,576 PLC 4,576 117
Susan Kilsby PLC 2,250 PLC 2,250 74
Ruby Lu n/a n/a 0
Strive Masiyiwa(b) PLC 3,530 PLC 3,530 381
Judith McKenna(d) n/a n/a 0
Ian Meakins(e) PLC 26,036 n/a 26,036 186
Youngme Moon(b) PLC ADS(g) 3,500 PLC ADS 3,500 425
Nelson Peltz(f) PLC 32,758,695 PLC 36,619,370 1,342,141

(a)Date of retirement from the Board if earlier than 31 December 2024.

(b)Increase in share ownership as a percentage of fee from 2023 to 2024 is due to a reduction in fee, as set out on page 111 and an increase in share price.

(c)Increase in share ownership as a percentage of fee from 2023 to 2024 is due to an increase in share price.

(d)Appointed to the Board from 1 March 2024 and confirmed at the 2024 AGM.

(e)Decrease in share ownership as a percentage of fee is because the fee for 2023 reflected only four months’ service on the Board (one month as Chair).

(f)Share ownership also includes shares held by Trian Fund Management as a connected person. The number of shares held has reduced but share ownership as a percentage of fee has

increased due to a higher share price.

(g)American Depositary Shares (ADS), refer to page 64 for details of Unilever’s structure.

Non-Executive Directors’ letters of appointment

All Non-Executive Directors were reappointed to the Board at the 2024 AGM.(a)

Non-Executive Director Date first appointed to the Board Effective date of current appointment(b)
Adrian Hennah 1 November 2021 1 May 2024
Andrea Jung 2 May 2018 1 May 2024
Susan Kilsby 1 August 2019 1 May 2024
Ruby Lu 1 November 2021 1 May 2024
Judith McKenna 1 March 2024 1 May 2024
Ian Meakins 1 September 2023 1 May 2024
Nelson Peltz 20 July 2022 1 May 2024

(a)As noted on page 82, Nils Andersen, Judith Hartmann, Strive Masiyiwa and Youngme Moon retired from the Board at the 2024 AGM. Judith McKenna was appointed to the Board with

effect from 1 March 2024 and confirmed at the 2024 AGM.

(b)The unexpired term for all Non-Executive Directors’ letters of appointment is the period up to the 2025 AGM, as they all, unless they are retiring, submit themselves for annual

reappointment.

Unilever Annual Report on Form 20-F 2024 113
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- DIRECTORS’ REMUNERATION REPORT
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Other disclosures related to Directors’ remuneration

Unilever regularly looks at pay ratios throughout the Group, and the pay ratio between each work level (WL in the table below), and we have

disclosed this for a number of years. The table below provides a detailed breakdown of the fixed and variable pay elements for each of our UK

work levels, showing how each work level compares to the CEO and CFO in 2024 (with equivalent figures from 2023 for comparison purposes).

For the purposes of the CEO, the 2023 data is the total of fixed pay and variable pay for Alan Jope and Hein Schumacher, as set out in the single

figure table for Executive Directors on page 132 of the 2023 Directors’ Remuneration Report. Figures for the CFO are calculated using the

applicable 2024 data for Fernando Fernandez from the single figure table on page 103 and the 2023 data for Graeme Pitkethly from the single

figure table on page 132 of the 2023 Directors’ Remuneration Report.

CEO/CFO Pay Ratio Comparison (split by fixed pay and benefits/variable pay)

271

CEO = 96.3 x WL1 I CFO = 83.9 x WL1

CEO = 83.7 x WL1 I CFO = 77.2 x WL1

CEO = 50.8 x WL2 I CFO = 44.3 x WL2

CEO = 44.9 x WL2 I CFO = 41.5 x WL2

CEO = 21.1 x WL3 I CFO = 18.4 x WL3

CEO = 20.5 x WL3 I CFO = 18.9 x WL3

CEO = 9.5 x WL4 I CFO = 8.2 x WL4

CEO = 9.7 x WL4 I CFO = 9 x WL4

CEO = 4.1 x WL5 I CFO = 3.6 x WL5

CEO = 4.1 x WL5 I CFO = 3.8 x WL5

CEO = 1.4 x WL6 I CFO = 1.2 x WL6

CEO = 1.8 x WL6 I CFO = 1.6 x WL6

CEO = 1.1 x CFO

CEO = 1.1 x CFO

€0m €1m €2m €3m €4m €5m €6m €7m
2024 Fixed pay and benefits 2024 Variable pay 2023 Fixed pay and benefits 2023 Variable pay
--- --- --- ---

The year-on-year comparison reflects a change in fixed pay for the Executive Directors in 2024. The CEO fixed pay (including benefits) is lower

than in 2023, as fixed pay for Alan Jope and Hein Schumacher (as set out on page 132 of the 2023 Directors’ Remuneration Report) are both

counted for the 2023 comparator. The CFO fixed pay is higher than in 2023 due to relocation costs. The proportion of variable pay for the CEO is

lower in 2024 than in 2023, as while bonus is higher, he was not eligible for 2022–2024 PSP, having been appointed on 1 June 2023. In 2023,

the CEO variable pay included Hein Schumacher’s buyout share awards but not Alan Jope’s MCIP and PSP awards, which were included in the

payment on loss of office table (as set out on page 144 of the 2023 Directors’ Remuneration Report). The CFO variable pay in 2024 includes

PSP awards granted prior to his appointment as an Executive Director and are less than the MCIP and PSP awards in the 2023 number for

Graeme Pitkethly. Directors have a higher weighting on performance-related pay compared to other employees. The numbers are further

impacted by fluctuations in the exchange rates used to convert pay elements denominated in pounds sterling to euros for reporting purposes.

Where relevant, amounts for 2023 have been translated using the average exchange rate over 2023 (€1 = £0.8700), and amounts for 2024 have

been translated using the average exchange rate over 2024 (€1 = £0.8481).

Annual bonus and PSP for UK employees were calculated using:

■target annual bonus values considered for the respective year;

■PSP values (in 2023 and 2024) calculated at target for the relevant work level of employees, i.e. 50% of target bonus for WL2 employees and

100% of target bonus for WL3–6 employees; and

■MCIP values (in 2023 only) calculated at an appropriate average for the relevant work level of employees, i.e. an average 20% investment

of bonus for WL2 employees, 45% for WL3 employees, 60% for WL4–5 employees, and 100% for WL6 employees.

Fixed pay figures reflect all elements of pay (including allowances) and benefits paid in cash. The data disclosed excludes employees who are

not integrated into Unilever’s global reward structure and human resources information system.

114 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
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CEO pay ratio comparison

The table below is included to meet UK requirements and shows how pay for the CEO compares to our UK employees at the 25th percentile,

median and 75th percentile.

Year 25th percentile Median percentile 75th percentile
Year ended 31 December 2024 Salary: £39,179 £47,699 £66,057
Pay and benefits: £53,620 £66,215 £100,517
Pay ratio (Option A): 88:1 71:1 47:1
Year ended 31 December 2023 Salary: £40,968 £49,224 £67,565
Pay and benefits: £52,551 £65,305 £103,527
Pay ratio (Option A): 100:1 81:1 51:1
Year ended 31 December 2022 Salary: £36,802 £44,478 £60,788
Pay and benefits: £49,868 £61,553 £93,612
Pay ratio (Option A): 92:1 75:1 49:1
Year ended 31 December 2021 Salary: £34,560 £42,668 £58,869
Pay and benefits: £48,229 £60,306 £90,335
Pay ratio (Option A): 87:1 70:1 47:1
Year ended 31 December 2020 Salary: £34,298 £41,010 £55,000
Pay and benefits: £45,713 £55,751 £80,670
Pay ratio (Option A): 67:1 55:1 38:1

Option A was used to calculate the pay and benefits of the 25th percentile, median and 75th percentile UK employees because the data was

readily available for all UK employees of the Group and Option A is the most accurate method (as it is based on total full-time equivalent total

reward for all UK employees for the relevant financial year). Figures are calculated by reference to 31 December 2024 (full-time equivalent), and

the respective salary and pay and benefits figures for each quartile are set out in the table above. Benefits for UK employees include any

pension, but pension is excluded for Executive Directors as they are not entitled to pension benefits under the Remuneration Policy. The data

disclosed excludes employees who are not integrated into Unilever’s global reward structure and human resources information system.

Variable pay figures for the UK employees are calculated on the basis set out in the paragraph for other work levels below the ‘CEO/CFO pay

ratio comparison’ table on page 113. The reason for this is it would be unduly onerous to recalculate these figures when, based on a sample, the

impact of such recalculation is expected to be minimal.

The median pay ratio has decreased in 2024 due to lower variable pay for the CEO. Although the bonus outcome for 2024 is higher than in 2023,

the CEO is not eligible for 2022–2024 PSP and the 2023 comparator includes the buyout share award, as set out in the single figure table for

Executive Directors on page 132 of the 2023 Directors‘ Remuneration Report. Variable pay makes up a higher proportion of remuneration for the

CEO compared to other employees. The pay, reward and progression policies within Unilever are consistent as the Remuneration Policy is

applicable across our circa 15,000 managers throughout the business worldwide.

We are also required to show additional disclosures on the rates of change in pay year-on-year. The pay ratios set out above are more

meaningful as they compare to the pay of all of our UK employees. By contrast, the regulations require us to show the percentages below based

on employees of our PLC top company only, which forms a relatively small and unrepresentative proportion of our total UK workforce. So, while

operationally we may pay greater attention to our internal pay ratios (included above in the ‘CEO/CFO pay ratio comparison’ table on page 113,

these required figures are set out on page 115.

Information on Unilever's gender pay gap % (2024) can be found under Own Workforce on page 277.

Unilever Annual Report on Form 20-F 2024 115
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- DIRECTORS’ REMUNERATION REPORT
---

Percentage change in remuneration of Executive Directors (CEO/CFO)

The table below shows the five-year history of year-on-year percentage change for fixed pay, other benefits (excluding pension) and bonus for

the CEO and CFO and PLC’s employees (based on total full-time equivalent total reward for the relevant financial year) pursuant to UK

requirements. The figures for the Executive Directors are calculated based on the single figure table on page 103. There is no data for Fernando

Fernandez as he was appointed CFO on 1 January 2024 and there is no prior year comparator.

The respective changes in fees for our Non-Executive Directors are included in the table ‘Percentage change in remuneration of Non-Executive

Directors’ on page 111.

Fixed pay Other benefits<br><br>(not including<br><br>pension) Bonus
% change from 2023 to 2024 CEO: Hein Schumacher(a) 71.5% 1.6% 81.8%
CFO: Fernando Fernandez n/a n/a n/a
PLC employees(b) 12.2% 26.8% 20.3%
% change from 2022 to 2023 CEO: Alan Jope -50.0% -56.9% -56.8%
CEO: Hein Schumacher 3480.6% n/a n/a
CFO 6.0% 31.3% -8.3%
PLC employees 0.2% -12.1% -19.2%
% change from 2021 to 2022 CEO 1.8% 34.2% 67.0%
CFO 1.7% 2.1% 67.0%
PLC employees -4.3% 7.4% 57.0%
% change from 2020 to 2021 CEO 1.7% 35.7% 71.6%
CFO 1.8% 23.7% 71.7%
PLC employees -19.3% -2.2% -10.6%
% change from 2019 to 2020 CEO 4.0% 36.6% -39.1%
CFO 3.0% 40.7% -39.7%
PLC employees 1.7% 30.2% -3.0%

(a)The increase in fixed pay for Hein Schumacher is because he was appointed on 1 June 2023 (and became CEO on 1 July 2023) and the 2023 figure is pro-rated to the date of his

appointment. The change in benefits also reflects full-year numbers in 2024 compared to pro-rated numbers in 2023, but with lower relocation costs. The change in bonus reflects the pro-

ration in 2023 and the higher outcome of 122% in 2024 compared to 115% outcome in 2023. All figures are based on those in the single figure table on page 103.

(b)For the PLC employees, fixed pay numbers include cash-related benefits employees receive as part of their total compensation, to ensure we can accurately compare fixed pay for them

against that of the CEO and CFO. Such cash-related benefits include benefits envelope adjustment, transport allowance and fixed pay protection allowance. The increase in benefits

reflects higher medical costs and the increase in annual bonus reflects a bonus pool of 122% for 2024 compared to the equivalent bonus pool of 115% for 2023. Figures are also affected

by changes in the average sterling-to-euro exchange rate, as well as changes in the number of employees, including changes in ULE membership. The data disclosed excludes

employees who are not integrated into Unilever’s global reward structure and human resources information system.

116 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- DIRECTORS’ REMUNERATION REPORT
---

RELATIVE IMPORTANCE OF SPEND ON PAY

The chart below shows the relative spend on pay compared with dividends paid to Unilever shareholders and underlying earnings. Underlying

earnings represents the underlying profit attributable to Unilever shareholders and provides a good reference point to compare spend on pay.

The chart shows the percentage of movement in underlying earnings, dividends and total staff costs versus the previous year.

115

13.5%

€0m €1,000m €2,000m €3,000m €4,000m €5,000m €6,000m €7,000m €8,000m
2024 2023

Underlying

earnings(a)

Dividends and

buyback(b)

Total staff

costs

0.3%

-0.1%

-0.5%

4.1%

-2.1%

(a)In calculating underlying profit attributable to shareholders, net profit attributable to shareholders is adjusted to eliminate the post-tax impact of non-underlying items in operating profit and

€0m €1,000m €2,000m €3,000m €4,000m €5,000m €6,000m €7,000m €8,000m
2024 2023

Underlying

earnings(a)

Dividends and

buyback(b)

Total staff

costs

0.3%

-0.1%

-0.5%

4.1%

-2.1%

any other significant unusual terms within net profit but not operating profit (see note 7 on page 159 for details).

(b)Includes share buyback of €1,508m in 2024 and €1,507m in 2023.

CEO single figure ten-year history

The table below shows the ten-year history of the CEO single figure of total remuneration.

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
CEO single figure of total remuneration (€‘000)(a) 10,296 8,370 11,661 11,726 4,894 3,447 4,890 5,395 6,070 5,552
Annual bonus award rates against maximum<br><br>opportunity 92% 92% 100% 51% 55% 32% 54% 89% 77% 81%
GSIP performance shares vesting rates against<br><br>maximum opportunity 49% 35% 74% 66% 60% n/a n/a n/a n/a n/a
MCIP matching shares vesting rates against<br><br>maximum opportunity(b) 65% 47% 99% 88% n/a 42% 44% 35% 44% n/a
PSP performance shares vesting rates against<br><br>maximum opportunity(c) n/a n/a n/a n/a n/a n/a n/a n/a 32% n/a

(a)2023 figure is based on combined single figure of remuneration for Alan Jope and Hein Schumacher, as set out on page 132 of the 2023 Directors’ Remuneration Report.

(b)Final MCIP performance period ended in 2023.

(c)Hein Schumacher is not eligible for a vesting under the 2022–24 PSP as he was appointed CEO on 1 June 2023.

Unilever Annual Report on Form 20-F 2024 117
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- DIRECTORS’ REMUNERATION REPORT
---

Ten-year historical total shareholder return (TSR) performance

The graph below includes growth in the value of a hypothetical £100 investment over ten years’ FTSE 100 comparison based on 30-trading-day

average values.

The graph below shows Unilever’s performance against the FTSE 100 Index, which is the most relevant index in the UK where we have our

principal listing. Unilever is a constituent of this index.

TEN-YEAR HISTORICAL TSR PERFORMANCE

13

Value of hypothetical £/€ holding

Shareholder voting

Unilever remains committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. In the event of a substantial vote

against a resolution in relation to Directors’ remuneration, Unilever would seek to understand the reasons for any such vote and would set out in

the following Annual Report and Accounts any actions in response to it, as we did in 2023.

The following table sets out the actual voting in respect of the 2023 Directors’ Remuneration Report and 2024 Remuneration Policy.

Voting outcome For Against Withheld
2024 Directors’ Remuneration Policy (2024 AGM) 97.69% 2.31% 2,918,626
2023 Directors’ Remuneration Report (2024 AGM) 97.96% 2.04% 2,966,904

The Directors’ Remuneration Report has been approved by the Board, and signed on its behalf by Maria Varsellona, Chief Legal Officer and

Group Secretary.

SHOT 7_1_RE_LEFT_Finance_divider_proVitaB3.jpg

118 Unilever Annual Report on Form 20-F 2024

SHOT 7_1_RE_RIGHT_Finance_divider_proVitaB3.jpg

Unilever Annual Report on Form 20-F 2024 119
Financial Statements
--- ---
120 Statement of Directors’ Responsibilities
121 Report of Independent Registered Public Accounting Firm
138 Consolidated Financial Statements Unilever Group
142 Notes to the Consolidated Financial Statements
200 Group Companies
211 Shareholder information – Financial calendar
212 Additional Information for US Listing Purposes
120 Unilever Annual Report on Form 20-F 2024
--- ---
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- Statement of Directors' Responsibilities
---

ANNUAL ACCOUNTS

The Directors are responsible for preparing the Annual Report and Accounts in

accordance with applicable law and regulations. The Directors are also required

by the UK Companies Act 2006 to prepare accounts for each financial year which

give a true and fair view of the state of affairs of the Unilever Group and PLC as

at the end of the financial year and of the profit or loss and cash flows for that

year.

The Directors consider that, in preparing the accounts, the Group and PLC have

used the most appropriate accounting policies, consistently applied and

supported by reasonable and prudent judgements and estimates, and that all

International Financial Reporting Standards (IFRS) as issued by the International

Accounting Standards Board (IASB), and UK-adopted international accounting

standards, which they consider to be applicable have been followed. In

accordance with Disclosure Guidance and Transparency Rule ('DTR') 4.1.5R and

4.1.16R, the financial statements will form part of the annual financial report

prepared using the single electronic reporting format under DTR 4.1.17R and

4.1.18R. The auditor's report on these financial statements provides no

assurance over whether the annual financial report has been prepared in

accordance with those requirements. The Directors are also responsible for

preparing the Annual Report and Accounts including the consolidated financial

statements in the European single electronic format in accordance with the

requirements as set out in Commission Delegated Regulation (EU) 2019/815

with regard to regulatory technical standards on the specification of a single

electronic reporting format.

The Directors have responsibility for ensuring that PLC keep accounting records

which disclose with reasonable accuracy their financial position and which

enable the Directors to ensure that the accounts comply with all relevant

legislation. They are also responsible for such internal control as they determine

is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error, and have a general

responsibility for taking such steps as are reasonably open to them to safeguard

the assets of the Group, and to prevent and detect fraud and other irregularities.

This statement, which should be read in conjunction with the Report of

Independent Registered Public Accounting Firm, is made with a view to

distinguishing for shareholders the respective responsibilities of the Directors and

of the auditors in relation to the accounts.

A copy of the financial statements of the Unilever Group is placed on our website

at www.unilever.com/investorrelations. The maintenance and integrity of the

website are the responsibility of the Directors, and the work carried out by the

auditors does not involve consideration of these matters. Accordingly, the

auditors accept no responsibility for any changes that may have occurred to the

financial statements since they were initially placed on the website. Legislation in

the UK and the Netherlands governing the preparation and dissemination of

financial statements may differ from legislation in other jurisdictions.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM

UK law sets out additional responsibilities for the Directors of PLC regarding

disclosure of information to auditors. To the best of each of the Directors’

knowledge and belief, and having made appropriate enquiries, all information

relevant to enabling the auditors to provide their opinions on PLC’s consolidated

and parent company accounts has been provided. Each of the Directors has

taken all reasonable steps to ensure their awareness of any relevant audit

information and to establish that Unilever PLC’s auditors are aware of any

such information.

DIRECTORS' RESPONSIBILITY STATEMENT

Under company law the directors must not approve the financial statements

unless they are satisfied that they give a true and fair view of the state of affairs

of the Group and parent Company and of the Group’s profit or loss for that

period.

Under applicable law and regulations, the directors are also responsible for

preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report

and Corporate Governance Statement that complies with that law and those

regulations.

Each of the Directors confirms that, to the best of his or her knowledge:

■The Unilever Annual Report on Form 20-F 2024, taken as a whole, is fair,

balanced and understandable, and provides the information necessary for

shareholders to assess the Company’s position and performance, business

model and strategy;

■The financial statements which have been prepared in accordance with

International Financial Reporting Standards (IFRS) as issued by the

International Accounting Standards Board (IASB), and UK-adopted

international accounting standards give a true and fair view of the assets,

liabilities, financial position and profit or loss of the Company and the

undertakings included in the consolidation taken as a whole; and

■The Management Report includes a fair review of the development and

performance of the business and the position of PLC and the undertakings

included in the consolidation taken as a whole, together with a description of

the principal risks and uncertainties that they face.

The Directors and their roles are listed on pages 66 to 69.

GOING CONCERN

The activities of the Group, together with the factors likely to affect its future

development, performance, the financial position of the Group, its cash flows,

liquidity position and borrowing facilities are described on pages 1 to 47. In

addition, we describe in notes 15 to 18 on pages 169 to 184 the Group’s

objectives, policies and processes for managing its capital; its financial risk

management objectives; details of its financial instruments and hedging

activities, and its exposures to credit and liquidity risk. Although not assessed

over the same period as going concern, the viability of the Group has been

assessed on page 60.

The Group has considerable financial resources together with established

business relationships with many customers and suppliers in countries

throughout the world. As a consequence, the Directors believe that the Group is

well placed to manage its business risks successfully for at least 12 months from

the date of approval of the financial statements.

After making enquiries, the Directors consider it appropriate to adopt the going

concern basis of accounting in preparing this Annual Report and Accounts.

INTERNAL AND DISCLOSURE CONTROLS AND

PROCEDURES

Please refer to pages 52 to 59 for a discussion of Unilever’s principal risk factors

and to pages 51 to 60 for commentary on the Group’s approach to risk

management and control.

Unilever Annual Report on Form 20-F 2024 121
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- Report of Independent Registered Public<br><br>Accounting Firm
---

To the Shareholders and Board of Directors

Unilever PLC:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Unilever PLC and subsidiaries (the Company) as of December 31, 2024 and

2023, the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in

equity, and consolidated cash flow statements for each of the years in the three-year period ended December 31, 2024, and the related notes

(collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December

31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the

Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period

ended December 31, 2024, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting

Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of

December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

The Company acquired K18, Inc (“K18”) during 2024, and management excluded from its assessment of the effectiveness of the Company’s

internal control over financial reporting as of December 31, 2024, K18’s internal control over financial reporting associated with 0.17% of total

assets and 0.19% of total turnover included in the consolidated financial statements of the Company as of and for the year ended December 31,

  1. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial

reporting of K18.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial

reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s

Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial

statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm

registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the

Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and

whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the

consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also

included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall

presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of

internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered

necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A

company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and

directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or

that the degree of compliance with the policies or procedures may deteriorate.

122 Unilever Annual Report on Form 20-F 2024
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--- --- --- --- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was

communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the

consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical

audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating

the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Indirect tax contingent liabilities in Brazil related to a 2001 corporate reorganisation

As discussed in note 20 to the consolidated financial statements, there are contingent liabilities reported for indirect taxes relating to disputes

with the Brazilian authorities related to a 2001 corporate reorganisation. The total amount of the tax assessments received in respect of this

matter is €3,230 million as of 31 December 2024. There also remains the possibility of further material tax assessments related to the same

matter for periods not yet assessed.

We identified the evaluation of the indirect tax contingent liabilities in Brazil related to a 2001 corporate reorganisation as a critical audit matter. In

Brazil, there is a high degree of complexity involved in the local indirect tax regimes (both state and federal) and jurisprudence. Due to these

complexities, there is a high degree of judgement applied by the Company with respect to the uncertainty of the outcome of this matter. Complex

auditor judgement and specialised skills were required in evaluating the possible future outcomes of investigations by the authorities for

assessments received to ascertain if a liability exists, and in evaluating if the exposure of possible material tax assessments related to the same

matter for periods not yet assessed can be estimated.

The following are the primary procedures we performed to address this critical audit matter.

■We evaluated the design and tested the operating effectiveness of certain internal controls related to the indirect tax process including controls

related to the assessment of the outcome of investigations if a liability exists and around evaluating exposure to possible material tax

assessments for periods not yet assessed.

■We involved local indirect tax professionals with specialized skills and knowledge who assisted in:

■assessing the appropriateness of the classification as contingent liabilities compared to the nature of the exposures, applicable regulations,

and related correspondence with the tax authorities; and

■assessing the confirmations received from the Company’s external lawyers, considering any impact of legal precedent, case law and any

historical and recent judgements passed by the court authorities which could impact likelihood of outflow of economic resources.

■We inspected assessments received from tax authorities and compared their consistency, occurrence and amounts retrospectively over time

to previous management estimates made in the periods this matter was not yet assessed.

/s/ KPMG LLP

We have served as the Company’s auditor since 2014.

London, United Kingdom

March 5, 2025

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138 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- Consolidated Financial Statements Unilever<br><br>Group
---

Consolidated income statement

for the year ended 31 December

€ million<br><br>2024 € million<br><br>2023 € million<br><br>2022
Turnover 60,761 59,604 60,073
Operating profit 9,400 9,758 10,755
of which: (loss)/gain on disposal of group companies(a) (406) 489 2,335
Net finance costs (604) (486) (493)
Pensions and similar obligations 71 110 44
Finance income 438 442 281
Finance costs (1,113) (1,038) (818)
Net monetary loss arising from hyperinflationary economies (195) (142) (157)
Share of net profit of joint ventures and associates 255 231 208
Other income/(loss) from non-current investments and associates 13 (22) 24
Profit before taxation 8,869 9,339 10,337
Taxation (2,500) (2,199) (2,068)
Net profit 6,369 7,140 8,269
Attributable to:
Non-controlling interests 625 653 627
Shareholders’ equity 5,744 6,487 7,642
Earnings per share
Basic earnings per share () 2.30 2.58 3.00
Diluted earnings per share () 2.29 2.56 2.99

All values are in Euros.

Consolidated statement of comprehensive income

for the year ended 31 December

Notes € million<br><br>2024 € million<br><br>2023 € million<br><br>2022
Net profit 6,369 7,140 8,269
Other comprehensive income 6C
Items that will not be reclassified to profit or loss, net of tax:
Gains/(losses) on equity instruments measured at fair value through other comprehensive<br><br>income 60 (28) 36
Remeasurement of defined benefit pension plans 15B 264 (510) (473)
Items that may be reclassified subsequently to profit or loss, net of tax:
Gains/(losses) on cash flow hedges 210 (27) (91)
Currency retranslation gains/(losses)(a) 15B 1,389 (1,461) 614
Total comprehensive income 8,292 5,114 8,355
Attributable to:
Non-controlling interests 712 524 507
Shareholders’ equity 7,580 4,590 7,848

(a)2024 net loss arises from the disposals of our Russian business, Elida Beauty, Pureit, and Qinyuan. This net loss includes a foreign currency translation reserve write-off of €545 million.

2023 includes a gain of €497 million related to the disposal of Suave. 2022 includes a gain of €2,303 million related to the disposal of the global tea business.

Note references in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated balance sheet and

consolidated cash flow statement relate to notes on pages 142 to 191 which form an integral part of the consolidated financial statements.

Unilever Annual Report on Form 20-F 2024 139
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP
---

Consolidated statement of changes in equity

for the year ended 31 December

€ million Called<br><br>up share<br><br>capital Share<br><br>premium<br><br>account Unification<br><br>reserve Other<br><br>reserves Retained<br><br>profit Total Non-<br><br>controlling<br><br>interests Total<br><br>equity
31 December 2021 92 52,844 (73,364) (9,210) 46,745 17,107 2,639 19,746
Hyperinflation restatement to 1 January 2022 154 154 154
Adjusted opening balance 92 52,844 (73,364) (9,210) 46,899 17,261 2,639 19,900
Profit or loss for the period 7,642 7,642 627 8,269
Other comprehensive income, net of tax:
Equity instruments gains/(losses) 45 45 (9) 36
Cash flow hedges gains/(losses) (92) (92) 1 (91)
Remeasurements of defined benefit pension plans (474) (474) 1 (473)
Currency retranslation gains/(losses)(a) 240 487 727 (113) 614
Total comprehensive income 193 7,655 7,848 507 8,355
Dividends on ordinary capital (4,356) (4,356) (4,356)
Repurchase of shares(b) (1,509) (1,509) (1,509)
Movements in treasury shares(c) 106 (137) (31) (31)
Share-based payment credit(d) 177 177 177
Dividends paid to non-controlling interests (572) (572)
Hedging (gain)/loss transferred to non-financial assets (126) (126) (1) (127)
Other movements in equity(e) (258) 15 (243) 107 (136)
31 December 2022 92 52,844 (73,364) (10,804) 50,253 19,021 2,680 21,701
Profit or loss for the period 6,487 6,487 653 7,140
Other comprehensive income, net of tax:
Equity instruments gains/(losses) (27) (27) (1) (28)
Cash flow hedges gains/(losses) (27) (27) (27)
Remeasurements of defined benefit pension plans (508) (508) (2) (510)
Currency retranslation gains/(losses)(a) (1,629) 294 (1,335) (126) (1,461)
Total comprehensive income (1,683) 6,273 4,590 524 5,114
Dividends on ordinary capital (4,327) (4,327) (4,327)
Cancellation of treasury shares(f) (4) 5,282 (5,278)
Repurchase of shares(b) (1,507) (1,507) (1,507)
Movements in treasury shares(c) 75 (98) (23) (23)
Share-based payment credit(d) 212 212 212
Dividends paid to non-controlling interests (521) (521)
Hedging (gain)/loss transferred to non-financial assets 117 117 117
Other movements in equity 2 17 19 (21) (2)
31 December 2023 88 52,844 (73,364) (8,518) 47,052 18,102 2,662 20,764
Profit or loss for the period 5,744 5,744 625 6,369
Other comprehensive income, net of tax:
Equity instruments gains/(losses) 60 60 60
Cash flow hedges gains/(losses) 210 210 210
Remeasurements of defined benefit pension plans 269 269 (5) 264
Currency retranslation gains/(losses)(a) 406 891 1,297 92 1,389
Total comprehensive income 676 6,904 7,580 712 8,292
Dividends on ordinary capital (4,320) (4,320) (4,320)
Repurchase of shares(b) (1,508) (1,508) (1,508)
Movements in treasury shares(c) 25 (120) (95) (95)
Share-based payment credit(d) 324 324 324
Dividends paid to non-controlling interests (712) (712)
Hedging (gain)/loss transferred to non-financial assets (54) (54) (54)
Other movements in equity 80 (119) (39) (97) (136)
31 December 2024 88 52,844 (73,364) (9,299) 49,721 19,990 2,565 22,555

(a)Includes a hyperinflation adjustment of €880 million (2023: €308 million, 2022: €514 million) in relation to Argentina and Turkey.

(b)Repurchase of shares reflects the cost of acquiring ordinary shares as part of the share buyback programme announced on 10 February 2022 and 8 February 2024.

(c)Includes purchases and sales of treasury shares, other than the share buyback programme and transfer from treasury shares to retained profit of share-settled schemes arising from prior

years and differences between purchase and grant price of share awards.

(d)The share-based payment credit relates to the non-cash charge recorded against operating profit in respect of the fair value of share options and awards granted to employees.

(e)Includes the following items related to the acquisition of Nutrafol: €(269) million non-controlling interest purchase option in other reserves and €99 million non-controlling interest

recognised on acquisition.

(f)During 2023, 112,746,434 PLC ordinary shares held as treasury shares were cancelled. The amount paid to repurchase these shares was initially recognised in other reserves and is

transferred to retained profit on cancellation.

140 Unilever Annual Report on Form 20-F 2024
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--- --- --- --- CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP
---

Consolidated balance sheet

for the year ended 31 December

Notes € million<br><br>2024 € million<br><br>2023
Assets
Non-current assets
Goodwill 9 22,311 21,109
Intangible assets 9 18,590 18,357
Property, plant and equipment 10 11,669 10,707
Pension asset for funded schemes in surplus 4B 4,164 3,781
Deferred tax assets 6B 1,280 1,113
Financial assets 17A 1,571 1,386
Other non-current assets 11 971 911
60,556 57,364
Current assets
Inventories 12 5,177 5,119
Trade and other current receivables 13 6,011 5,775
Current tax assets 373 427
Cash and cash equivalents 17A 6,136 4,159
Other financial assets 17A 1,330 1,731
Assets held for sale 22 167 691
19,194 17,902
Total assets 79,750 75,266
Liabilities
Current liabilities
Financial liabilities 15C 6,987 5,087
Trade payables and other current liabilities 14 16,690 16,857
Current tax liabilities 678 851
Provisions 19 831 537
Liabilities held for sale 22 48 175
25,234 23,507
Non-current liabilities
Financial liabilities 15C 25,066 24,535
Non-current tax liabilities 585 384
Pensions and post-retirement healthcare liabilities:
Funded schemes in deficit 4B 173 351
Unfunded schemes 4B 1,021 1,029
Provisions 19 571 563
Deferred tax liabilities 6B 4,342 3,995
Other non-current liabilities 14 203 138
31,961 30,995
Total liabilities 57,195 54,502
Equity
Shareholders’ equity 19,990 18,102
Non-controlling interests 2,565 2,662
Total equity 22,555 20,764
Total liabilities and equity 79,750 75,266

Note references in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated balance sheet and

consolidated cash flow statement relate to notes on pages 142 to 191, which form an integral part of the consolidated financial statements.

These financial statements have been approved by the Directors and signed on their behalf by Fernando Fernandez.

F Fernandez on behalf of The Board of Directors

5 March 2025

Unilever Annual Report on Form 20-F 2024 141
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--- --- --- --- CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP
---

Consolidated cash flow statement

for the year ended 31 December

Notes € million<br><br>2024 € million<br><br>2023 € million<br><br>2022
Net profit 6,369 7,140 8,269
Taxation 2,500 2,199 2,068
Share of net profit of joint ventures/associates and other (income)/loss from non-current<br><br>investments (268) (209) (232)
Net monetary loss arising from hyperinflationary economies 195 142 157
Net finance costs 5 604 486 493
Operating profit 9,400 9,758 10,755
Depreciation, amortisation and impairment 1,757 1,579 1,946
Changes in working capital: (160) 814 (422)
Inventories (198) 340 (1,398)
Trade and other receivables (206) 768 (1,852)
Trade payables and other liabilities 244 (294) 2,828
Pensions and similar obligations less payments (88) (281) (119)
Provisions less payments 330 (185) 203
Elimination of losses/(profits) on disposals 436 (433) (2,335)
Non-cash charge for share-based compensation 324 212 177
Other adjustments 145 97 (116)
Cash flow from operating activities 12,144 11,561 10,089
Income tax paid (2,625) (2,135) (2,807)
Net cash flow from operating activities 9,519 9,426 7,282
Interest received 432 267 287
Purchase of intangible assets (233) (243) (253)
Purchase of property, plant and equipment (1,738) (1,502) (1,456)
Disposal of property, plant and equipment 37 42 82
Acquisition of businesses and investments in joint ventures and associates (795) (704) (979)
Disposal of businesses, joint ventures and associates 985 436 4,622
Acquisition of other non-current investments (166) (533) (170)
Disposal of other non-current investments 59 62 266
Dividends from joint ventures, associates and other non-current investments 261 239 185
Sale/(purchase) of financial assets 533 (358) (131)
Net cash flow (used in)/from investing activities (625) (2,294) 2,453
Dividends paid on ordinary share capital (4,319) (4,363) (4,329)
Interest paid (1,085) (899) (744)
Net change in short-term borrowings 643 (570) (545)
Additional financial liabilities 4,741 4,972 7,776
Repayment of financial liabilities (4,306) (3,905) (8,440)
Capital element of lease rental payments (381) (394) (518)
Repurchase of shares 24 (1,508) (1,507) (1,509)
Other financing activities(a) (726) (527) (581)
Net cash flow used in financing activities (6,941) (7,193) (8,890)
Net increase/(decrease) in cash and cash equivalents 1,953 (61) 845
Cash and cash equivalents at the beginning of the year 4,045 4,225 3,387
Effect of foreign exchange rate changes (48) (119) (7)
Cash and cash equivalents at the end of the year 17A 5,950 4,045 4,225

(a)Other financing activities include cash paid for the purchase of non-controlling interests and dividends paid to minority interests.

The cash flows of pension funds (other than contributions and other direct payments made by the Group in respect of pensions and similar obligations) are not

included in the Group cash flow statement.

142 Unilever Annual Report on Form 20-F 2024
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--- --- --- --- Notes to the Consolidated<br><br>Financial Statements Unilever Group
---

1. Accounting information and

policies

BASIS OF CONSOLIDATION

Group companies included in the consolidated financial statements for 2024 are

Unilever PLC ('PLC') and all subsidiary undertakings, which are those entities

controlled by PLC. Control exists when the Group has the power to direct the activities

of an entity so as to affect the return on investment.

The net assets and results of acquired businesses are included in the consolidated

financial statements from their respective dates of acquisition, being the date on which

the Group obtains control.

The results of disposed businesses are included in the consolidated financial

statements up to their date of disposal, being the date control ceases.

Intra-group transactions and balances are eliminated.

COMPANY LEGISLATION AND ACCOUNTING

STANDARDS

The consolidated financial statements have been prepared in accordance with

International Financial Reporting Standards (IFRS) as issued by the International

Accounting Standards Board (IASB), and UK-adopted international accounting

standards. The consolidated financial statements comply with the Companies Act

2006.

These financial statements are prepared under the historical cost convention unless

otherwise indicated.

GOING CONCERN

These financial statements have been prepared on a going concern basis.

The Group has considerable financial resources together with established business

relationships with many customers and suppliers in countries throughout the world.

The Directors considered the Group's overall financial position, exposure to principal

risks and future business forecasts. Specifically, they ensured that the expected cash

flows from those forecasts were sufficient to cover its obligations for the next twelve

months from the date of approval of the financial statements. This also included

sensitivities considerations should the Group face an adverse environment leading to

reduced sales growth and operating margins vs. forecasts. We describe in notes 15 to

18 on pages 169 to 184 the Group’s objectives, policies and processes for managing

its capital; its financial risk management objectives; details of its financial instruments

and hedging activities and its exposures to credit and liquidity risk. The Group has

credit facilities available to raise short-term financing if necessary.

In conclusion, the Group is well placed to manage its business risks successfully and

meet its obligations for at least twelve months from the date of approval of the financial

statements.

ACCOUNTING POLICIES

The accounting policies adopted are the same as those which were applied for the

previous financial year except as set out below under the heading ‘Recent accounting

developments’.

Accounting policies are included in the relevant notes to the consolidated financial

statements. These are presented as text highlighted in grey on pages 142 to 191. The

accounting policies below are applied throughout the financial statements.

FOREIGN CURRENCIES

The consolidated financial statements are presented in euros.

Items included in the financial statements of individual group companies are recorded

in their respective functional currency which is the currency of the primary economic

environment in which each entity operates.

Foreign currency transactions in individual group companies are translated into

functional currency using exchange rates at the date of the transaction. Foreign

exchange gains and losses from settlement of these transactions, and from translation

of monetary assets and liabilities at year-end exchange rates, are recognised in the

income statement except when deferred in equity as qualifying hedges.

In preparing the consolidated financial statements, the balances in individual group

companies are translated from their functional currency into euros. Apart from the

financial statements of group companies in hyperinflationary economies (see below),

the income statement, the cash flow statement and all other movements in assets and

liabilities are translated at average rates of exchange as a proxy for the transaction

rate, or at the transaction rate itself if more appropriate. Assets and liabilities are

translated at year-end exchange rates.

The financial statements of group companies whose functional currency is the

currency of a hyperinflationary economy are adjusted for inflation and then translated

into euros using the balance sheet exchange rate. Amounts shown for prior years for

comparative purposes are not modified. To determine the existence of hyperinflation,

the Group assesses the qualitative and quantitative characteristics of the economic

environment of the country, such as the cumulative inflation rate over the previous

three years.

Effective from 1 January 2024, the functional currency of the Group's ultimate parent

company, Unilever PLC ('PLC') has changed from sterling to euro. This follows a

review and subsequent change of the internal debt of PLC, from sterling to euro, which

triggered a formal evaluation of PLC's functional currency in line with relevant

accounting standards. The change has been applied prospectively. There is no impact

on the presentation of the Group results nor has there been any restatements to the

Group financial statements as a result of this change.

As at 31 December 2023, the ordinary share capital of PLC was translated to euro

using the historical rate at the date the shares were issued (see note 15B on

page 170).

The effect of exchange rate changes during the year on net assets of foreign

operations is recorded in equity. For this purpose, net assets include loans between

group companies and any related foreign exchange contracts where settlement is

neither planned nor likely to occur in the foreseeable future.

The Group applies hedge accounting to certain exchange differences arising between

the functional currencies of a foreign operation and the functional currency of the

parent entity, regardless of whether the net investment is held directly or through an

intermediate parent. Differences arising on retranslation of a financial liability

designated as a foreign currency net investment hedge are recorded in equity to the

extent that the hedge is effective. These differences are reported within profit or loss to

the extent that the hedge is ineffective.

Cumulative exchange differences arising since the date of transition to IFRS of

1 January 2004 are reported as a separate component of other reserves. In the event

of disposal or part disposal of an interest in a group company either through sale or as

a result of a repayment of capital, the cumulative exchange difference is recognised in

the income statement as part of the profit or loss on disposal of group companies.

HYPERINFLATIONARY ECONOMIES

The Argentinian economy was designated as hyperinflationary from 1 July 2018 and

the Turkish economy was designated as hyperinflationary from 1 July 2022. As a

result, application of IAS 29 ‘Financial Reporting in Hyperinflationary Economies’ has

been applied to all Unilever entities whose functional currency is the Argentinian peso

or the Turkish lira. The application of IAS 29 includes:

■adjustment of historical cost non-monetary assets and liabilities for the change in

purchasing power caused by inflation from the date of initial recognition to the

balance sheet date;

■adjustment of the income statement for inflation during the reporting period;

■translation of income statement at the period-end foreign exchange rate instead of

an average rate; and

■adjustment of the income statement to reflect the impact of inflation and exchange

rate movement on holding monetary assets and liabilities in local currency.

The main effects on the Group consolidated financial statements for 2024 are:

€ million Argentina Turkey Total
Total assets increase/(reduction) 474 65 539
Turnover increase/(reduction) 230 187 417
Operating profit increase/(reduction) 10 (4) 6
Net monetary gain/(loss) (206) 11 (195)
Unilever Annual Report on Form 20-F 2024 143
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CLIMATE CHANGE

In preparing these consolidated financial statements we have considered the

impact of both physical and transition climate change risks as well as our plans

to mitigate against those risks on the current valuation of our assets and

liabilities. We have identified risks and opportunities that could in the future be

material to our business, for example carbon tax or land use regulations. Where

possible we have performed quantitative assessments of these risks and

opportunities based on various scenarios for the years 2030, 2039 and 2050.

These potential financial impacts are based on high-level quantitative

assessments and do not include any assumptions on the impact of actions that

we would undertake to mitigate against these climate-related risks. Therefore,

these quantifications do not represent any type of financial forecast and thus are

not directly incorporated into any projections of long-term cash flows.

To determine if there is a material impact on the financial reporting

judgements and estimates as of the reporting period, we have reviewed

each balance sheet line item and identified those line items that have the

potential to be significantly impacted by climate-related risks and our plans to

mitigate against these risks. Those line items that have the potential to be

significantly impacted have then been reviewed in detail to confirm:

■that the growth rates and projected cash flows, used in assessing whether our

goodwill and indefinite-life intangibles are impaired, are consistent with our

climate-related risk assumptions and the actions we are taking to mitigate

against those risks and

■that the useful lives of our property, plant and equipment are appropriate given

the potential physical and obsolescence risks associated with climate change

and the actions we are taking to mitigate against those risks.

In addition it should be noted that climate-related risks could affect the financial

position of our defined benefit pension plan assets. The Trustees operate

diversified investment strategies and are continuously assessing investment

risks. The Trustees consider climate risk as one of the key investment risks and

are continually evolving their investments to lower the overall climate risk.

Based on these reviews, we do not believe that there is a material impact on the

financial reporting judgements and estimates arising from our considerations and

as a result the valuations of our assets or liabilities have not been significantly

impacted by these risks as at 31 December 2024. We have not identified any

significant impact from climate-related risks on the Group’s going concern

assessment nor the viability of the Group over the next three years.

For many years Unilever has placed sustainability at the centre of its strategy

and has been working on becoming a more sustainable business. This has

included implementing hundreds of actions to help mitigate and adapt against

climate-related risks. The costs and benefits of such actions are embedded into

the cost structures of the business and are not separately identifiable. None of

these actions have significantly impacted the value of the Group's assets or their

useful lives and whilst there is still much to do, our aim is to continue to reduce

our exposure to climate-related risks without impacting the value of the Group’s

assets. However we recognise that the climate emergency is deepening and

government policies are likely to evolve as a result of commitments to limit global

warning to 1.5°C and thus we will continue to carefully monitor potential

implications on the valuations of our assets and liabilities that could arise in

future years.

CRITICAL ACCOUNTING ESTIMATES AND

JUDGEMENTS

The preparation of financial statements requires management to make estimates

and judgements in the application of accounting policies that affect the reported

amounts of assets, liabilities, income and expenses. Actual results may differ

from these estimates. Estimates and judgements are continuously evaluated and

are based on historical experience and other factors, including expectations of

future events that are believed to be reasonable. Revisions to accounting

estimates are recognised in the period in which the estimate is revised and in

any future period affected.

The following estimates are those that management believe have the most

significant risk of causing a material adjustment to the carrying amounts of

assets and liabilities within the next financial year:

■Measurement of defined benefit obligations – the valuations of the Group’s

defined benefit pension plan obligations are dependent on a number of

assumptions. These include discount rates, inflation, and life expectancy of

scheme members. Details of these assumptions and sensitivities are in note

4B.

The following judgements are those that management believe have the most

significant effect on the amounts recognised in the Group’s financial statements:

■Utilisation of tax losses and recognition of other deferred tax assets

– the Group operates in many countries and is subject to taxes in numerous

jurisdictions. Management uses judgement to assess the recoverability of tax

assets such as whether there will be sufficient future taxable profits to utilise

losses – see note 6B.

■Likelihood of occurrence of provisions and contingent liabilities – events can

occur where there is uncertainty over future obligations. Judgement is

required to determine if an outflow of economic resources is probable, or

possible but not probable. Where it is probable, a liability is recognised and

further judgement is used to determine the level of the provision. Where it is

possible but not probable, further judgement is used to determine if the

likelihood is remote, in which case no disclosures are provided; if the

likelihood is not remote then judgement is used to determine the contingent

liability disclosed. Unilever does not have provisions and contingent liabilities

for the same matters. External advice is obtained for any material cases. See

notes 6A, 19 and 20.

■Recognition of pension surplus – where there is an accounting surplus on a

defined benefit plan, management uses judgement to determine whether the

Group can realise the surplus through refunds, reductions in future

contributions or a combination of both.

144 Unilever Annual Report on Form 20-F 2024
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ACCOUNTING DEVELOPMENTS ADOPTED BY THE GROUP

Recent accounting developments adopted by the Group

The Group applied for the first-time amendments to the following standards from 1 January 2024.

Applicable standard Key requirements Impact on Group
IAS 7 and IFRS 7 – 'Supplier<br><br>Finance Arrangements'’ The amendments introduce additional disclosure requirements<br><br>for companies that enter into supplier finance arrangements.<br><br>The amendments require qualitative and quantitative<br><br>information to be disclosed about those arrangements. We have reviewed the Group’s supplier finance arrangements<br><br>to ensure appropriate disclosures which are disclosed in note<br><br>14.

All other standards or amendments to standards that have been issued by the IASB and were effective by 1 January 2024 were not applicable or material to Unilever.

New standards, amendments and interpretations of existing standards that are not yet effective and have not been early

adopted by the Group

The following standards have been released but are not yet adopted by the Group. The Group is currently assessing their impact on the financial results and position

of the Group.

Applicable standard Key requirements or changes in accounting policy
Amendments to IAS 21 ‘The<br><br>Effects of Changes in Foreign<br><br>Exchange Rates’<br><br>Effective 1 January 2025 In August 2023, the International Accounting Standards Board (IASB) amended IAS 21 to clarify whether a currency is<br><br>exchangeable, and how to determine a spot rate if it is not.
Amendments to IFRS 9 and<br><br>IFRS 7 ‘The Classification and<br><br>Measurement of Financial<br><br>instruments’<br><br>Effective from 1 January 2026 In May 2024 the International Accounting Standards Board (IASB) amended IFRS 7 and IFRS 9 which includes clarifications on<br><br>recognition and derecognition dates of certain financial assets and liabilities, including exceptions for liabilities settled through<br><br>electronic cash transfer systems.
IFRS 18 Presentation and<br><br>Disclosure in Financial<br><br>Statements<br><br>Effective 1 January 2027 IFRS 18 will replace IAS 1 Presentation of Financial Statements. The amendment impacts presentation and disclosure of the<br><br>consolidated income statement with new defined categories being operating, investing, and financing to provide a consistent<br><br>structure.<br><br>Disclosures about Management-defined Performance Measures (MPMs) (i.e. certain non-GAAP measures) will have to be<br><br>disclosed in the financial statement with reconciliations to GAAP measures. The new standard will also provide guidance on<br><br>grouping of information (aggregation/disaggregation).

All other new standards or amendments that are not yet effective that have been issued by the IASB are not applicable or material to Unilever.

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2. Segment information

Segmental reporting<br><br>The Group's operating and reportable segments are the five Business Groups of Beauty & Wellbeing, Personal Care, Home Care, Foods (previously reported as<br><br>Nutrition) and Ice Cream. The segmental disclosure provided is consistent with information reviewed by our chief operating decision maker, the Unilever<br><br>Leadership Executive.
Beauty & Wellbeing ■primarily sales of hair care (shampoo, conditioner, styling), skin care (face, hand and body moisturisers) and includes Prestige Beauty<br><br>and Wellbeing.
Personal Care ■primarily sales of skin cleansing (soap, shower), deodorant and oral care (toothpaste, toothbrush, mouthwash) products.
Home Care ■primarily sales of fabric care (washing powders and liquids, rinse conditioners) and a wide range of home and hygiene<br><br>cleaning products.
Foods (previously<br><br>Nutrition) ■primarily sales of cooking aids & mini-meals (soups, bouillons, seasonings), condiments (mayonnaise, ketchup) and Unilever Food<br><br>Solutions.
Ice Cream ■primarily ice cream products.
Revenue<br><br>Turnover comprises sales of goods after the deduction of discounts, sales taxes and estimated returns. It does not include sales between group companies.<br><br>Discounts given by Unilever include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs and are<br><br>based on the contractual arrangements with each customer. Discounts can either be immediately deducted from the sales value on the invoice or off-invoice and<br><br>settled later through credit notes when the precise amounts are known. Amounts provided for discounts at the end of a period require estimation; historical data<br><br>and accumulated experience is used to assess the provision using the most likely amount method and in most instances, the discount can be recognised using<br><br>known facts with a high level of accuracy. Any differences between actual amounts settled and the amounts provided are recognised in the subsequent reporting<br><br>period and are not material year-on-year.<br><br>Customer contracts generally contain a single performance obligation and turnover is recognised when control of the products being sold has transferred to our<br><br>customer as there are no longer any unfulfilled obligations to the customer. This is generally on delivery to the customer but depending on individual customer<br><br>terms, this can be at the time of dispatch, delivery or upon formal customer acceptance. This is considered the appropriate point where the performance obligations<br><br>in our contracts are satisfied as Unilever no longer has control over the inventory.<br><br>Our customers have the contractual right to return goods only when authorised by Unilever. If material, an estimate is made of goods that will be returned, and a<br><br>liability is recognised for this amount. An asset is then recorded for the corresponding inventory that is estimated to return to Unilever using a best estimate based<br><br>on accumulated experience. Our customers are distributors who may be able to return unsold goods in consignment arrangements.<br><br>Underlying operating profit<br><br>Underlying operating profit means operating profit before the impact of non-underlying items within operating profit. Underlying operating profit represents our<br><br>measure of segment profit or loss as it is the primary measure used for the purpose of making decisions about allocating resources and assessing performance of<br><br>segments. Items are classified as non-underlying due to their nature and/or frequency of occurrence.

Our segments are comprised of similar product categories. 8 categories (2023: 8; 2022: 8) individually accounted for 5% or more of our revenue in one or more of the

last three years. The following table shows the relevant contribution of these categories to Group revenue for the periods shown:

Category Segment 2024 2023 2022
Fabric Home Care 15% 15% 15%
Ice Cream Ice Cream 14% 13% 13%
Hair Care Beauty & Wellbeing 10% 10% 11%
Cooking Aids Foods 10% 10% 10%
Skin Cleansing Personal Care 10% 10% 10%
Deodorant Personal Care 9% 9% 8%
Skin Care Beauty & Wellbeing 7% 7% 7%
Condiments Foods 7% 7% 6%
Other 18% 19% 20%

*  Cooking Aids previously reported as Scratch Cooking Aids; Condiments previously reported as Dressings.

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2. SEGMENT INFORMATION continued

The Group operating segment information is provided based on five product areas: Beauty & Wellbeing, Personal Care, Home Care, Foods and Ice Cream.

Notes € million<br><br>Beauty &<br><br>Wellbeing € million<br><br>Personal<br><br>Care € million<br><br>Home Care € million<br><br>Foods € million<br><br>Ice Cream € million<br><br>Total
2024
Turnover 13,157 13,618 12,352 13,352 8,282 60,761
Operating profit 3 1,970 2,739 1,521 2,599 571 9,400
Non-underlying items(a) 582 275 264 248 410 1,779
Underlying operating profit 2,552 3,014 1,785 2,847 981 11,179
Share of net profit/(loss) of joint ventures and associates 3 5 6 236 5 255
Significant non-cash charges:
Within underlying operating profit:
Depreciation and amortisation 271 362 286 318 387 1,624
Share-based compensation and other non-cash charges(b) 111 113 100 105 62 491
Within non-underlying items:
Impairment and other non-cash charges(c) 65 75 195 105 111 551
2023
Turnover 12,466 13,829 12,181 13,204 7,924 59,604
Operating profit 3 2,209 2,957 1,419 2,413 760 9,758
Non-underlying items(a) 122 (165) 77 47 92 173
Underlying operating profit 2,331 2,792 1,496 2,460 852 9,931
Share of net profit/(loss) of joint ventures and associates 1 3 3 221 3 231
Significant non-cash charges:
Within underlying operating profit:
Depreciation and amortisation 257 328 279 283 431 1,578
Share-based compensation and other non-cash charges(b) 73 87 64 89 47 360
Within non-underlying items:
Impairment and other non-cash charges(c) (6) 4 (40) (18) (1) (61)
2022
Turnover 12,250 13,636 12,401 13,898 7,888 60,073
Operating profit 3 2,154 2,264 1,064 4,497 776 10,755
Non-underlying items(a) 138 415 280 (2,048) 143 (1,072)
Underlying operating profit 2,292 2,679 1,344 2,449 919 9,683
Share of net profit/(loss) of joint ventures and associates 1 3 4 196 4 208
Significant non-cash charges:
Within underlying operating profit:
Depreciation and amortisation 282 350 327 349 417 1,725
Share-based compensation and other non-cash charges(b) 43 55 36 51 33 218
Within non-underlying items:
Impairment and other non-cash charges(c) 49 259 152 87 60 607

(a)Non-underlying items include (loss)/gain on disposal of group companies, impairment, restructuring costs, acquisition and disposal-related costs and other one-off items classified

separately due to their nature and/or frequency of occurrence. Refer to note 3.

(b)Other non-cash charges within underlying operating profit include movements in provisions from underlying activities, excluding movements arising from

non-underlying activities.

(c)Other non-cash charges within non-underlying items includes movements in restructuring provisions and movements in certain legal provisions.

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2. SEGMENT INFORMATION continued

The Unilever Group is not reliant on turnover from transactions with any single customer and does not receive 10% or more of its turnover from transactions with any

single customer.

Segment assets and liabilities are not provided because they are not reported to or reviewed by our chief operating decision-maker, which is the Unilever Leadership

Executive (ULE).

Turnover and non-current assets for the country of domicile, the United States and India (being the two largest countries outside the home country) and for all other

countries are:

€ million<br><br>United<br><br>Kingdom € million<br><br>United<br><br>States € million<br><br>India € million<br><br>Others € million<br><br>Total
2024
Turnover 2,646 12,515 6,677 38,923 60,761
Non-current assets(a) 3,830 19,715 6,700 23,296 53,541
2023
Turnover 2,523 12,250 6,691 38,140 59,604
Non-current assets(a) 3,567 18,205 6,436 22,876 51,084
2022
Turnover 2,498 12,122 6,872 38,581 60,073
Non-current assets(a) 3,621 18,109 6,500 23,971 52,201

(a)For the purpose of this table, non-current assets include goodwill, intangible assets, property, plant and equipment and other non-current assets as shown on the consolidated balance

sheet. Goodwill is attributed to countries where acquired business operated at the time of acquisition; all other assets are attributed to the countries where they were acquired.

No other country had turnover or non-current assets (as shown above) greater than 10% of the Group total.

ADDITIONAL INFORMATION BY GEOGRAPHIES

Although the Group’s operations are managed by product area, we provide additional information based on geographies.

€ million<br><br>2024 € million<br><br>2023 € million<br><br>2022
Asia Pacific Africa 25,991 26,234 27,504
The Americas(a) 22,491 21,531 20,905
Europe 12,279 11,839 11,664
Total 60,761 59,604 60,073

(a)Americas sales in North America were €13,382 million (2023: €13,130 million; 2022: €13,000 million) and in Latin America were €9,109 million (2023: €8,401 million; 2022: €7,905 million).

The Group's turnover classified by markets is:

€ million<br><br>2024 € million<br><br>2023 € million<br><br>2022
Emerging markets 35,313 34,714 35,324
Developed markets 25,448 24,890 24,749

Transactions between the Unilever Group’s geographical regions are immaterial and are carried out on an arm’s length basis.

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3. Operating costs

| Operating costs<br><br>Operating costs include cost of sales, brand and marketing investment, overheads and other items including gains and losses on business disposals, acquisition<br><br>and disposal-related costs, restructuring costs, impairments and other items within operating profit recognised separately due to their nature and/or frequency.<br><br>(i) Cost of sales<br><br>Cost of sales includes the cost of inventories sold during the period and distribution costs. The cost of inventories are raw and packaging materials and related<br><br>production costs. Distribution costs are charged to the income statement as incurred.<br><br>(ii) Brand and marketing investment<br><br>Brand and marketing investment include costs related to creating and maintaining brand equity and brand awareness. This includes media, advertising production,<br><br>promotional materials and engagement with consumers. These costs are charged to the income statement as incurred.<br><br>(iii) Overheads<br><br>Overheads include staff costs associated with sales activities and central functions such as finance, human resources, and research and development costs.<br><br>Research and development costs are staff costs, material costs, depreciation of property, plant and equipment, patent costs and other costs that are directly<br><br>attributable to research and product development activities. These costs are charged to the income statement as incurred.<br><br>(iv) Restructuring costs<br><br>Restructuring costs are costs that are directly attributable to a restructuring project. Management define a restructuring project as a strategic, major initiative that<br><br>delivers cost savings and materially change either the scope of the business or the manner in which the business is conducted.<br><br>(v) Acquisition and disposal-related costs<br><br>Acquisition and disposal-related costs are costs that are directly attributable to a business acquisition or disposal project.<br><br>(vi) Impairment of assets<br><br>Impairment of assets including goodwill, intangible assets and property, plant and equipment.<br><br>(vii) Gains or losses from the disposal of group companies<br><br>Gains or losses from the disposal of group companies which arise from business disposal projects.<br><br>(viii) Others<br><br>Other approved one-off items are those additional matters considered by management to be significant and outside the course of normal operations. | | --- || | € million<br><br>2024 | € million<br><br>2023 | € million<br><br>2022 | | --- | --- | --- | --- | | Turnover | 60,761 | 59,604 | 60,073 | | Cost of sales | (33,391) | (34,429) | (35,906) | | of which: | | | | | Distribution costs | (3,469) | (3,549) | (3,787) | | Production costs | (4,074) | (3,969) | (3,995) | | Raw and packaging materials and goods purchased for resale | (24,069) | (25,084) | (26,360) | | Other | (1,779) | (1,827) | (1,764) | | Gross profit | 27,370 | 25,175 | 24,167 | | Selling and administrative expenses | (16,191) | (15,244) | (14,484) | | of which: | | | | | Brand and marketing investment | (9,410) | (8,546) | (7,821) | | Overheads | (6,781) | (6,698) | (6,663) | | of which: Research and development(a) | (987) | (949) | (908) | | (Loss)/gain on disposal of group companies(b) | (406) | 489 | 2,335 | | Acquisition and disposal-related costs(c) | (387) | (242) | (50) | | Restructuring costs(d) | (850) | (499) | (777) | | Impairments(e) | (133) | (1) | (221) | | Other | (3) | 80 | (215) | | Operating profit | 9,400 | 9,758 | 10,755 |

(a)Research and development costs include patent costs of €27 million in 2024. The patent costs for 2023 and 2022 were €29 million and €28 million respectively.

(b)2024 net loss arises from the disposals of our Russian business, Elida Beauty, Pureit, and Qinyuan. This net loss includes a foreign currency translation reserve write-off of €545 million.

2023 includes a gain of €497 million related to the disposal of Suave. 2022 includes a gain of €2,303 million related to the disposal of the global tea business.

(c)2024 includes a charge of €239 million (2023: €104 million) relating to the revaluation of the minority interest liability of Nutrafol, €54 million relating to the Ice Cream separation, and €39

million relating to the acquisition of Yasso.

(d)In 2024, we announced the launch of a company-wide productivity programme that would impact around 7,500 jobs and support margin improvement through specific interventions over its

duration. The majority of the costs incurred that relate to the productivity programme were for redundancy and are recognised as restructuring in line with our policy. The remaining costs

comprise technology and supply chain projects.

(e)2024 includes an impairment charge of €127 million relating to Blueair, an air purification business. 2022 includes an impairment charge of €192 million relating to Dollar Shave Club.

Exchange gain/(loss) within operating costs in 2024 is €24 million (2023: €(249) million; 2022: €(225) million).

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4. Employees

4A. STAFF AND MANAGEMENT COSTS

Staff costs € million<br><br>2024 € million<br><br>2023 € million<br><br>2022
Wages and salaries (5,852) (5,722) (5,857)
Social security costs (640) (591) (587)
Other pension costs (339) (348) (396)
Share-based compensation costs (324) (212) (177)
(7,155) (6,873) (7,017)
Average number of employees during the year (a) '000<br><br>2024 '000<br><br>2023 '000<br><br>2022
Asia Pacific Africa 61 64 73
The Americas 38 38 38
Europe 26 26 27
125 128 138
(a)Reduction in average number of employees is primarily driven by the productivity programme and business disposals during 2024. The reduction in 2023 was primarily driven by the<br><br>disposal of the global tea business in 2022. Key management compensation € million<br><br>2024 € million<br><br>2023 € million<br><br>2022
--- --- --- ---
Salaries and short-term employee benefits (44) (41) (41)
Share-based benefits(a) (19) (13) (15)
(63) (54) (56)
Of which: Executive Directors (14) (13) (12)
Other(b) (49) (41) (44)
Non-Executive Directors’ fees (2) (2) (2)
(65) (56) (58)

(a)Share-based benefits are expenses recognised for the period. Share-based benefits compensation on a vesting basis is €13 million (2023: €8 million; 2022: €12 million).

(b)Other includes all members of the Unilever Leadership Executive, other than Executive Directors.

Key management are defined as the members of Unilever Leadership Executive (ULE) and the Non-Executive Directors. Compensation for ULE members is pro-

rated based on time actively spent in a ULE role.

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4B. PENSIONS AND SIMILAR OBLIGATIONS

For defined benefit plans, operating and finance costs are recognised separately in the income statement. The amount charged to operating cost in the income<br><br>statement is the cost of accruing pension benefits promised to employees over the year, administration costs (other than costs of managing plan assets), plus the<br><br>costs of individual events such as past service benefit changes, settlements and curtailments (such events are recognised immediately in the income statement).<br><br>The amount charged or credited to finance costs is a net interest expense calculated by applying the liability discount rate to the surplus or deficit. Any differences<br><br>between the expected interest on assets and the return actually achieved, and any changes in the liabilities over the year due to changes in assumptions or<br><br>experience within the plans, are recognised immediately in the statement of comprehensive income.<br><br>The defined benefit plan surplus or deficit on the balance sheet comprises the total for each plan of the fair value of plan assets less the present value of the<br><br>defined benefit liabilities (using a discount rate based on high-quality corporate bonds, or a suitable alternative where there is no active corporate bond market)<br><br>adjusted for irrecoverable surpluses.<br><br>All defined benefit plans are subject to regular actuarial review using the projected unit method by external consultants. The Group policy is that the most material<br><br>plans, representing approximately 81% of the defined benefit liabilities, are formally valued every year. Other material plans, accounting for a further 14% of the<br><br>liabilities, have their liabilities updated each year. Group policy for the remaining plans requires a full actuarial valuation at least every three years. Asset values for<br><br>all plans are updated every year.<br><br>For defined contribution plans, the charges to the income statement are the company contributions payable, as the company’s obligation is limited to the<br><br>contributions paid into the plans. The assets and liabilities of such plans are not included in the balance sheet of the Group.

Description of plans

The Group increasingly operates a number of defined contribution plans, the assets of which are held in external funds. In certain countries, the Group operates

defined benefit pension plans based on employee pensionable remuneration and length of service. The majority of defined benefit plans are either career average,

final salary or hybrid plans and operate on a funded basis with assets held in external funds. Benefits are determined by the plan rules and are linked to inflation in

some countries. Our largest plans are in the UK and the Netherlands. In the UK, we operate a career average defined benefit plan (with a salary limit for benefit

accrual) which is closed to new entrants from October 2021, and a defined contribution plan. In the Netherlands, we operate a collective defined contribution plan for

all new benefit accrual and a closed career average defined benefit plan for benefits built up to April 2015.

The Group also provides other post-employment benefits, mainly post-employment healthcare plans in the US, closed to new entrants from January 2014. These

plans are predominantly unfunded.

Governance

The majority of the Group’s externally funded plans are established as trusts, foundations or similar entities. The operation of these entities is governed by local

regulations and practice in each country, as is the nature of the relationship between the Group and the Trustees (or equivalent) and their composition. Where

Trustees (or equivalent) are in place to operate plans, they are generally required to act on behalf of the plan’s stakeholders. They are tasked with periodic reviews of

the solvency of the plan in accordance with local legislation and play a role in the long-term investment and funding strategy. The Group also has an internal body, the

Pensions Committee, that is responsible for setting the company’s policies and decision-making on plan matters, including but not limited to design, funding,

investments, risk management and governance.

Investment strategy

The Group’s investment strategy in respect of its funded plans is implemented within the framework of the various statutory requirements of the territories where the

plans are based. The Group has developed policy guidelines for the allocation of assets to different classes with the objective of controlling risk and maintaining the

right balance between risk and long-term returns in order to limit the cost to the Group of the benefits provided. To achieve this, investments are diversified, such that

the failure of any single investment should not have a material impact on the overall level of assets. The plans expose the Group to a number of actuarial risks such

as investment risk, interest rate risk, longevity risk and, in certain countries, inflation risk. There are no unusual entity or material plan-specific risks to the Group. The

plans invest a reducing proportion of assets in equities and, for risk control, an increasing proportion in liability matching assets (bonds). There are also investments in

property and other alternative assets; additionally, the Group uses derivatives to further mitigate the impact of the risks outlined above. However, the portfolio

leverage is relatively low. The majority of assets are managed by a number of external fund managers with a small proportion managed in-house. Unilever has a

pooled investment vehicle (Univest) which it believes offers its pension plans around the world a simplified externally managed investment vehicle to implement their

strategic asset allocation models, currently for bonds, equities and alternative assets. The aim is to provide high-quality, well-diversified, cost-effective, risk-controlled

vehicles. The pension plans’ investments are overseen by Unilever’s internal investment company, the Univest Company.

Assumptions

With the objective of presenting the assets and liabilities of the pensions and other post-employment benefit plans at their fair value on the balance sheet,

assumptions under IAS 19 are set by reference to market conditions at the valuation date. The actuarial assumptions used to calculate the benefit liabilities vary

according to the country in which the plan is situated. The following table shows the assumptions, weighted by liabilities, used to value the principal defined benefit

plans (representing approximately 95% of total pension liabilities and other post-employment benefit liabilities).

31 December 2024 31 December 2023
Defined benefit<br><br>pension plans Other post-<br><br>employment<br><br>benefit plans Defined benefit<br><br>pension plans Other post-<br><br>employment<br><br>benefit plans
Discount rate 4.8% 6.3% 4.4% 5.9%
Inflation 2.8% n/a 2.8% n/a
Rate of increase in salaries 3.4% 3.0% 3.4% 2.9%
Rate of increase for pensions in payment (where provided) 2.5% n/a 2.6% n/a
Rate of increase for pensions in deferment (where provided) 2.8% n/a 2.8% n/a
Long-term medical cost inflation n/a 5.7% n/a 5.5%

For the most material other post-employment benefit plan in the US, a higher initial level of medical cost inflation is assumed which falls from the initial rate of 6.75%

to the long-term rate of 5% after 7 years. Assumed healthcare cost trend rates have a significant effect on the amounts reported for healthcare plans.

Unilever Annual Report on Form 20-F 2024 151
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4B. PENSIONS AND SIMILAR OBLIGATIONS continued

For the UK and Netherlands pension plans, representing approximately 64% of all defined benefit pension liabilities, the assumptions used at

31 December 2024 and 2023 were:

United Kingdom Netherlands
2024 2023 2024 2023
Discount rate 5.6% 4.7% 3.4% 3.2%
Inflation 3.1% 3.0% 2.0% 2.1%
Rate of increase in salaries 3.8% 3.6% 2.5% 2.6%
Rate of increase for pensions in payment (where provided) 2.9% 2.8% 2.0% 2.1%
Rate of increase for pensions in deferment (where provided) 2.9% 2.8% 2.0% 2.1%
Number of years a current pensioner is expected to live beyond age 65:
Men 21.5 21.5 22.0 21.9
Women 23.1 23.1 24.2 24.1
Number of years a future pensioner currently aged 45 is expected to live beyond age 65:
Men 22.5 22.4 24.0 23.9
Women 24.3 24.2 26.2 26.1

Demographic assumptions, such as mortality rates, are set having regard to the latest trends in life expectancy (including expectations of future improvements), plan

experience and other relevant data. These assumptions are reviewed and updated as necessary as part of the periodic actuarial valuation of the pension plans. The

years of life expectancy for 2024 above have been translated from the following tables:

Largest UK plan: Standard life expectancy tables Series S3, adjusted to reflect the experience of our plan members analysed as part of the 2022 actuarial valuation.

Future improvements in longevity have been allowed for in line with the core CMI 2022 Mortality Projections Model with a 1% p.a. long-term improvement rate.

Largest Netherlands plan: The Dutch Actuarial Society’s AG Prognosetafel 2024 table is used with correction factors (2020) to allow for the typically longer life

expectancy for fund members relative to the general population. This table has an in-built allowance for future improvements in longevity.

The impact from changes to the assumptions of the remaining defined benefit plans are considered immaterial. Their assumptions vary due to a number of factors

including the currency and long-term economic conditions of the countries where they are situated.

Income statement

The charge to the income statement comprises:

Notes € million<br><br>2024 € million<br><br>2023 € million<br><br>2022
Charged to operating profit:
Defined benefit pension and other benefit plans:
Gross service cost (178) (128) (186)
Employee contributions 37 11 12
Special termination benefits (5) (14) (11)
Past service cost including (losses)/gains on curtailments(a) 32 3
Settlements 5 2 1
Defined contribution plans (230) (222) (212)
Total operating cost 4A (339) (348) (396)
Finance income/(cost)(b) 5 71 110 44
Net impact on the income statement (before tax) (268) (238) (352)

(a)This includes €28 million credit in the UK due to removal of a discretionary administration practice.

(b)This includes the impact of asset ceiling on interest.

Statement of comprehensive income

Amounts recognised in the statement of comprehensive income on the remeasurement of the surplus/(deficit).

€ million<br><br>2024 € million<br><br>2023 € million<br><br>2022
Return on plan assets excluding amounts included in net finance income/(cost) (601) 131 (6,483)
Change in asset ceiling excluding amounts included in finance cost (38) (6) (184)
Actuarial gains/(losses) arising from changes in demographic assumptions 26 98 (24)
Actuarial gains/(losses) arising from changes in financial assumptions 903 (552) 6,914
Experience gains/(losses) arising on pension plan and other benefit plan liabilities 28 (416) (760)
Total of defined benefit costs recognised in other comprehensive income 318 (745) (537)
152 Unilever Annual Report on Form 20-F 2024
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4B. PENSIONS AND SIMILAR OBLIGATIONS continued

Balance sheet

The assets, liabilities and surplus/(deficit) position of the pension and other post-employment benefit plans at the balance sheet date were:

million 2024 million 2023
Pension plans Pension plans
Fair value of assets 19,867 20,174
Present value of liabilities (16,259) (17,174)
Computed surplus/(deficit) 3,608 3,000
Irrecoverable surplus(a) (295) (255)
Surplus/(deficit) 3,313 2,745
Of which in respect of:
Funded plans in surplus:
Liabilities (12,909) (13,739)
Assets 17,368 17,775
Aggregate surplus 4,459 4,036
Irrecoverable surplus(a) (295) (255)
Surplus/(deficit) 4,164 3,781
Funded plans in deficit:
Liabilities (2,633) (2,715)
Assets 2,499 2,399
Surplus/(deficit) (134) (316)
Unfunded plans:
Pension liability (717) (720)

All values are in Euros.

(a)A surplus is deemed recoverable to the extent that the Group is able to benefit economically from the surplus. Unilever assesses the maximum economic benefit available through a

combination of refunds and reductions in future contributions in accordance with local legislation and individual financing arrangements with each of our funded defined benefit plans.

Reconciliation of change in assets and liabilities

The group of plans within ‘Rest of world’ category in the tables below are not materially different with respect to their risks that would require disaggregated

disclosure.

Movements in assets during the year:

€ million<br><br>UK € million<br><br>Netherlands € million<br><br>Rest of<br><br>world € million<br><br>2024 Total € million<br><br>UK € million<br><br>Netherlands € million<br><br>Rest of<br><br>world € million<br><br>2023 Total
1 January fair value of assets 8,679 5,514 5,985 20,178 8,704 5,343 5,320 19,367
1 January irrecoverable surplus (255) (255) (234) (234)
1 January (after irrecoverable surplus) 8,679 5,514 5,730 19,923 8,704 5,343 5,086 19,133
Employee contributions 37 37 11 11
Settlements (1) (1)
Actual return on plan assets (excluding<br><br>amounts in net finance income/charge) (894) 194 99 (601) (227) 146 212 131
Change in asset ceiling excluding amounts<br><br>included in interest expenses (38) (38) (6) (6)
Interest income(a) 407 174 273 854 432 194 233 859
Employer contributions(b) 47 (106) 256 197 50 9 348 407
Benefit payments (492) (181) (535) (1,208) (459) (178) (485) (1,122)
Other(c) (13) (13) 371 371
Currency retranslation 385 38 423 179 (39) 140
31 December (after irrecoverable surplus) 8,132 5,595 5,847 19,574 8,679 5,514 5,730 19,923
31 December irrecoverable surplus (295) (295) (255) (255)
31 December fair value of assets 8,132 5,595 6,142 19,869 8,679 5,514 5,985 20,178

(a)This includes the impact of asset ceiling on interest.

(b)The Group received a partial refund of €115 million from the Netherlands Plan in 2024, per a formal agreement with the Plan allowing a return of surplus provided specific funding

conditions are satisfied.

(c)The majority of 'Other' during 2023 is explained by reclassification of India HUL and GSK Provident Funds from Defined Contribution to Defined Benefit reporting adding €368 million to

both assets and liabilities at year end 2023. The impact on the overall (deficit)/surplus is nil.

Unilever Annual Report on Form 20-F 2024 153
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4B. PENSIONS AND SIMILAR OBLIGATIONS continued

Movements in liabilities during the year:

€ million<br><br>UK € million<br><br>Netherlands € million<br><br>Rest of<br><br>world € million<br><br>2024 Total € million<br><br>UK € million<br><br>Netherlands € million<br><br>Rest of<br><br>world € million<br><br>2023 Total
1 January (7,250) (4,031) (6,241) (17,522) (6,838) (3,734) (5,992) (16,564)
Gross service cost (51) (4) (123) (178) (42) (5) (81) (128)
Special termination benefits (5) (5) (14) (14)
Past service costs including losses/(gains) on<br><br>curtailments 27 5 32 3 3
Settlements 5 5 3 3
Interest cost (337) (126) (320) (783) (335) (135) (279) (749)
Actuarial gain/(loss) arising from changes in<br><br>demographic assumptions 3 13 10 26 104 (6) 98
Actuarial gain/(loss) arising from changes in<br><br>financial assumptions 675 160 68 903 (243) (236) (73) (552)
Actuarial gain/(loss) arising from experience<br><br>adjustments (14) 154 (112) 28 (220) (99) (97) (416)
Benefit payments 492 181 535 1,208 459 178 485 1,122
Other(a) 33 33 (371) (371)
Currency retranslation (327) (24) (351) (135) 181 46
31 December (6,782) (3,653) (6,169) (16,604) (7,250) (4,031) (6,241) (17,522)

(a)The majority of 'Other' during 2023 is explained by reclassification of India HUL and GSK Provident Funds from Defined Contribution to Defined Benefit reporting adding €368 million to

both assets and liabilities at year end 2023. The impact on the overall (deficit)/surplus is nil.

Movements in (deficit)/surplus during the year:

€ million<br><br>UK € million<br><br>Netherlands € million<br><br>Rest of<br><br>world € million<br><br>2024 Total € million<br><br>UK € million<br><br>Netherlands € million<br><br>Rest of<br><br>world € million<br><br>2023 Total
1 January 1,429 1,483 (511) 2,401 1,866 1,609 (906) 2,569
Gross service cost (51) (4) (123) (178) (42) (5) (81) (128)
Employee contributions 37 37 11 11
Special termination benefits (5) (5) (14) (14)
Past service costs including losses/(gains) on<br><br>curtailments 27 5 32 3 3
Settlements 5 5 2 2
Actual return on plan assets (excluding<br><br>amounts in net finance income/charge) (894) 194 99 (601) (227) 146 212 131
Change in asset ceiling excluding amounts<br><br>included in interest expenses (38) (38) (6) (6)
Interest cost (337) (126) (320) (783) (335) (135) (279) (749)
Interest income(a) 407 174 273 854 432 194 233 859
Actuarial gain/(loss) arising from changes in<br><br>demographic assumptions 3 13 10 26 104 (6) 98
Actuarial gain/(loss) arising from changes in<br><br>financial assumptions 675 160 68 903 (243) (236) (73) (552)
Actuarial gain/(loss) arising from experience<br><br>adjustments (14) 154 (112) 28 (220) (99) (97) (416)
Employer contributions(b) 47 (106) 256 197 50 9 348 407
Benefit payments
Other 20 20
Currency retranslation 58 14 72 44 142 186
31 December 1,350 1,942 (322) 2,970 1,429 1,483 (511) 2,401

(a)This includes the impact of asset ceiling on interest.

(b)The Group received a partial refund of €115 million from the Netherlands Plan in 2024, per a formal agreement with the Plan allowing a return of surplus provided specific funding

conditions are satisfied.

The actual return on recognised plan assets during 2024 was €253 million, being €(601) million of asset returns and €854 million of interest income shown in the

tables above (2023: €990 million).

Movements in irrecoverable surplus during the year:

€ million<br><br>UK € million<br><br>Netherlands € million<br><br>Rest of<br><br>world € million<br><br>2024 Total € million<br><br>UK € million<br><br>Netherlands € million<br><br>Rest of<br><br>world € million<br><br>2023 Total
1 January (255) (255) (234) (234)
Interest income (7) (7) (7) (7)
Change in irrecoverable surplus in excess of<br><br>interest (38) (38) (6) (6)
Currency retranslations 5 5 (8) (8)
31 December (295) (295) (255) (255)
154 Unilever Annual Report on Form 20-F 2024
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4B. PENSIONS AND SIMILAR OBLIGATIONS continued

The duration of the principal defined benefit plan liabilities (representing 95% of total pension liabilities and other post-employment benefit liabilities) and the split of

liabilities between different categories of plan participants are:

UK Netherlands Rest of<br><br>world(a) 2024 Total UK Netherlands Rest of<br><br>world(a) 2023 Total
Duration (years) 12 14 10 0 to 23 12 14 10 0 to 22
Active members 8% 7% 23% 13% 7% 7% 23% 12%
Deferred members 30% 38% 15% 27% 31% 38% 14% 27%
Retired members 62% 55% 62% 60% 62% 55% 63% 61%

(a)Rest of world numbers shown are weighted averages by liabilities.

Plan assets

The group of plans within ‘Rest of world’ category in the tables below are not materially different with respect to their risks that would require disaggregated

disclosure.

million31 December 2024 million31 December 2023
UK Rest of world 2024 Total UK Rest of world 2023 Total
Total Pension Plans Assets 8,132 6,140 19,867 8,679 5,981 20,174
Equities Total 214 1,106 2,496 224 1,424 2,743
– Europe 37 346 531 43 431 645
– North America 128 525 1,399 133 617 1,420
– Other 49 235 566 48 376 678
Fixed Income Total 6,228 3,763 13,618 6,640 3,344 13,505
– Government bonds 4,296 1,814 7,570 4,773 1,546 7,780
– Investment grade corporate bonds 895 1,296 2,839 791 1,197 2,608
– Other Fixed Income 1,037 653 3,209 1,076 601 3,117
Derivatives (239) (149) (237) 16 (76)
Private Equity 617 32 754 559 36 690
Property and Real Estate 749 433 1,552 674 412 1,407
Hedge Funds 123 75 198 136 69 205
Other 440 404 1,071 683 391 1,411
Other Pension Plans 327 327 289 289
Other Post-Employment Benefit Plans<br><br>Assets 2 2 4 4
Total Assets 8,132 6,142 19,869 8,679 5,985 20,178

All values are in Euros.

The fair values of the above equity and fixed income instruments are determined based on quoted market prices in active markets. The fair value of private equity,

properties, derivatives and hedge funds are not based on quoted market prices in active markets. Properties are externally and independently appraised on the basis

of an open market value per professional market standards. The value of an investment holding in a property fund is typically the net asset value as provided to an

investor. The Group uses derivatives and other instruments to hedge some of its exposure to inflation and interest rate risk – the degree of this hedging of liabilities

was over 100% for both interest rate and inflation for the UK plan and approximately 90% for interest rate and 20% for inflation for the Netherlands plan at year end.

Foreign currency exposures, in part, are also hedged by the use of forward foreign exchange contracts. Assets included in the Other category are cash and insurance

contracts which are also unquoted assets.

No Unilever securities were held at 31 December 2024 or 31 December 2023. Property includes property occupied by Unilever amounting to €98 million and €80

million at 31 December 2024 and 2023 respectively.

The pension assets above exclude the assets in a Special Benefits Trust amounting to €30 million (2023: €33 million) to fund pension and similar obligations in the

US (see also note 17A on page 182).

Sensitivities

The sensitivity of the overall pension liabilities to changes in the weighted key assumptions are:

Change in liabilities
Change in assumption UK Netherlands Total
Discount rate Increase by 0.5% -6% -7% -5%
Inflation rate Increase by 0.5% 4% 8% 5%
Life expectancy Increase by 1 year 4% 4% 4%
Long-term medical cost inflation(a) Increase by 1.0% n/a n/a 4%

(a)Long-term medical cost inflation only relates to post-retirement medical plans and its impact on these liabilities.

A decrease in each assumption would have a comparable and opposite impact on liabilities.

The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting

period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When

calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the balance sheet has been applied. The methods and

types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.

Unilever Annual Report on Form 20-F 2024 155
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
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4B. PENSIONS AND SIMILAR OBLIGATIONS continued

Cash flow

Group cash flow in respect of pensions and similar post-employment benefits comprises company contributions paid to funded plans and benefits paid by the

company in respect of unfunded plans. The table below sets out these amounts:

€ million<br><br>2025 Estimate € million<br><br>2024 € million<br><br>2023 € million<br><br>2022
Company contributions to funded plans:
Defined Benefit (a) 95 82 291 176
Defined Contribution 245 230 222 212
Benefits paid by the Company in respect of unfunded plans:
Defined Benefit 110 115 116 127
Group cash flow in respect of pensions and similar benefits 450 427 629 515

(a)The Group contributed a one-off contribution of $110 million into the US Pension Plan in 2023.

The Group received a partial refund of €115 million from the Netherlands Plan in 2024, per a formal agreement with the Plan allowing a return of surplus provided specific funding

conditions are satisfied. A further €118 million refund from the Netherlands Plan is due to be received in 2025.

Following conclusion of the 2022 triennial valuation of the UK pension fund, the Group, in agreement with the Trustees, implemented an updated Schedule of Contributions. Deficit

contributions to this fund will continue to be nil. The next triennial valuation is in 2025.

The Group’s funding policy is to periodically review the contributions made to the plans while taking account of local legislation.

4C. SHARE-BASED COMPENSATION PLANS

The fair value of awards at grant date is calculated using observable market price. This value is expensed over their vesting period, with a corresponding credit to<br><br>equity. The expense is reviewed and adjusted to reflect changes to the level of awards expected to vest, except where this arises from a failure to meet a market<br><br>condition. Any cancellations are recognised immediately in the income statement.

As at 31 December 2024, the Group had multiple share-based compensation plans to its employees including Executive Directors and Key Management.

The numbers in this note include shares awarded to Executive Directors and to key management as reported in note 4A on page 149. Non-Executive Directors do not

participate in any of the share-based compensation plans.

The charge to income statement related to equity-settled share-based compensation plan is €324 million (2023: €212 million; 2022: €177 million).

SHARE PLANS

As at 31 December 2024, the Group has multiple Share plans under which employees are granted Unilever PLC’s shares. The major share-based plans are

explained below:

Performance Share Plans (PSP)

From 2021, under PSP scheme, Unilever’s managers receive annual awards of PLC shares. The awards vest between 0% and 200% of grant level (limits for

Executive Directors may vary) based on the performance measures which are percentage business winning, cumulative free cash flow, underlying return on invested

capital, sustainability progress index for the Group. The awards vest after 3 years. In 2024, the Group modified the PSP scheme to only eligible employees. The

performance measures for PSP awards from 2024 are underlying sales growth, underlying return on invested capital, relative total shareholder return and

sustainability progress index.

Annual Share Plans (ASP)

From 2024, under the Annual Share Plan (ASP) award, eligible employees receive Unilever PLC shares which will vest after 3 years and are not subject to any

performance conditions.

Management Co-Investment Plans (MCIP)

The MCIP allowed Unilever’s managers to invest up to 100% of their annual bonus (a minimum of 33% and maximum of 67% for Executive Directors) in shares of

Unilever PLC and to receive a corresponding award of performance-related shares. The awards vest between 0% and 200% of grant level (limits for Executive

Directors may vary) based on the performance measures which are underlying sales growth, underlying EPS growth, return on invested capital and sustainability

progress index. The awards vest after 4 years. MCIP awards were last granted in 2020 and vested in 2024.

A summary of the status of the above Share Plans as at 31 December 2024, 2023 and 2022 and changes during the years ended on these dates is presented below:

2024<br><br>Number of shares 2023<br><br>Number of shares 2022<br><br>Number of shares
Outstanding at 1 January 21,329,938 17,923,890 14,318,564
Awarded 7,508,412 7,479,544 10,032,321
Vested (6,296,695) (2,021,439) (3,101,598)
Forfeited (3,429,400) (2,052,057) (3,325,397)
Outstanding at 31 December 19,112,255 21,329,938 17,923,890 2024 2023 2022
--- --- --- ---
Share award value information
Fair value per share award during the year €46.19 €45.71 €41.56
156 Unilever Annual Report on Form 20-F 2024
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
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4C. SHARE-BASED COMPENSATION PLANS continued

SHARE OPTIONS

In the year 2024, Hindustan Unilever Limited (HUL) subsidiary of Unilever PLC announced “HUL PSP” scheme 2024. Under this scheme, specific eligible employees

of HUL and its wholly owned subsidiaries are awarded with HUL share options. HUL PSP vesting to managers at higher work levels is based on underlying sales

growth, underlying return on invested capital, relative total shareholder return and sustainability progress index. These awards will vest after 3 years.

Number of options Weighted average<br><br>exercise price
Outstanding at 1 January 2024 €0.00
Awarded 196,994 €0.01
Vested €0.00
Forfeited (15,856) €0.01
Outstanding at 31 December 2024 181,138 €0.01

Summary of options outstanding:

Outstanding<br><br>share options Weighted average<br><br>exercise price Weighted<br><br>remaining average<br><br>contractual life
HUL PSP share options 181,138 €0.01 25 months

Additional information

At 31 December 2024, the employee benefit trust held 1,998,281 (2023: 1,361,032) PLC shares and PLC and its subsidiaries held 326,473 (2023: 36,903) PLC

shares which are held as treasury shares.

The book value of €37 million (2023: €207 million) of the shares held by the trust and by Unilever PLC and its subsidiaries in respect of share-based compensation

plans is eliminated on consolidation by deduction from other reserves. Their market value at 31 December 2024 was €127 million (2023: €60 million).

Shares held to satisfy awards are accounted for in accordance with IAS 32 ‘Financial Instruments: Presentation’. All differences between the purchase price of the shares

held to satisfy awards granted and the proceeds received for the shares, whether on exercise or lapse, are charged to reserves.

Between 31 December 2024 and 21 February 2025 (the latest practicable date for inclusion in this report), movement in shares and share options are as below:

■Shares: nil shares were granted, 6,389,830 shares vested and 1,416,886 shares were forfeited related to the Share Plans.

■Share options: nil shares were granted, nil shares vested and 2,565 shares were forfeited related to the Share Plans.

5. Net finance costs

| Net finance costs are comprised of finance costs and finance income, including net finance costs in relation to pensions and similar obligations.<br><br>Finance income includes income on cash and cash equivalents and income on other financial assets. Finance costs include interest costs in relation to financial<br><br>liabilities. This includes interest on lease liabilities which represents the unwind of the discount rate applied to lease liabilities.<br><br>Borrowing costs are recognised based on the effective interest method. | | --- || Net finance costs | Notes | € million<br><br>2024 | € million<br><br>2023 | € million<br><br>2022 | | --- | --- | --- | --- | --- | | Finance costs | | (1,113) | (1,038) | (818) | | Bank loans and overdrafts | | (82) | (82) | (44) | | Interest on bonds and other loans(a) | | (959) | (921) | (673) | | Interest on lease liabilities | | (77) | (72) | (72) | | Net gain/(loss) on transactions for which hedge accounting is not applied(b) | | 5 | 37 | (29) | | On foreign exchange derivatives | | (90) | 86 | 123 | | Exchange difference on underlying items | | 95 | (49) | (152) | | Finance income | | 438 | 442 | 281 | | Pensions and similar obligations | 4B | 71 | 110 | 44 | | | | (604) | (486) | (493) |

(a)Interest on bonds and other loans includes the impact of interest rate derivatives that are part of hedge accounting relationships and the related recycling of results from the hedge

accounting reserve. This includes an amount of €(3) million (2023: €(16) million) relating to unwinding of discount on deferred consideration for acquisitions.

(b)For further details of derivatives for which hedge accounting is not applied, please refer to note 16C.

Unilever Annual Report on Form 20-F 2024 157
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6. Taxation

6A. INCOME TAX

| Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to<br><br>items recognised directly in equity.<br><br>Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any<br><br>adjustments to tax payable in respect of previous years.<br><br>Current tax in the consolidated income statement will differ from the income tax paid in the consolidated cash flow statement primarily because of deferred tax<br><br>arising on temporary differences and payment dates for income tax occurring after the balance sheet date.<br><br>Unilever is subject to taxation in the many countries in which it operates. The tax legislation of these countries differs, is often complex and is subject to<br><br>interpretation by management and the government authorities. These matters of judgement give rise to the need to create provisions for tax payments that may<br><br>arise in future years with respect to transactions already undertaken. Provisions are made against individual exposures and take into account the specific<br><br>circumstances of each case, including the strength of technical arguments, recent case law decisions or rulings on similar issues and relevant external advice. The<br><br>provision is estimated based on one of two methods, the expected value method (the sum of the probability-weighted amounts in a range of possible outcomes) or<br><br>the single most likely amount method, depending on which is expected to better predict the resolution of the uncertainty. | | --- || Tax charge in income statement | € million<br><br>2024 | € million<br><br>2023 | € million<br><br>2022 | | --- | --- | --- | --- | | Current tax | | | | | Current year | (2,835) | (2,261) | (2,206) | | Pillar 2 income taxes | (9) | – | – | | Over/(under) provided in prior years | 191 | 9 | (61) | | | (2,653) | (2,252) | (2,267) | | Deferred tax | | | | | Origination and reversal of temporary differences | 121 | 22 | 153 | | Changes in tax rates | (2) | 7 | 28 | | Recognition of previously unrecognised losses brought forward | 34 | 24 | 18 | | | 153 | 53 | 199 | | | (2,500) | (2,199) | (2,068) |

The reconciliation between the computed weighted average rate of income tax expense, which is generally applicable to Unilever companies, and the actual rate of

taxation charged is as follows:

Reconciliation of effective tax rate % 2024 % 2023 % 2022
Computed rate of tax(a) 25 25 25
Differences between computed rate of tax and effective tax rate due to:
Incentive tax credits (2) (2) (2)
Withholding tax on dividends 3 2 2
Expenses not deductible for tax purposes 2 1 1
Irrecoverable withholding tax 1 1 1
Income tax reserve adjustments – current and prior year (1)
Impact of disposals 2 (2) (6)
Others (2) (1)
Effective tax rate 29 24 20

(a)The computed tax rate used is the average of the standard rate of tax applicable in the countries in which Unilever operates, weighted by the amount of profit before taxation generated in

each of those countries. For this reason, the rate may vary from year to year according to the mix of profit and related tax rates.

Our tax rate is reduced by incentive tax credits, the benefit from preferential tax regimes that have been legislated by the countries and provinces concerned in order

to promote economic development and investment. The tax rate is increased by business expenses which are not deductible for tax, such as entertainment costs and

some interest expense and by irrecoverable withholding taxes on dividends paid by subsidiary companies and on other cross-border payments such as royalties and

service fees, which cannot be offset against other taxes due. Uncertain tax provisions excluding the related interest amounted to €888 million (2023: €820 million).

This includes €506 million (2023: €434 million) related to the Horlicks intangible amortisation in India.

The Group's future tax charge and effective tax rate could be affected by several factors, including changes in tax laws and their interpretation, the implementation of the

OECD Pillars 1 and 2, EU and US tax changes, as well as the impact of acquisitions, disposals and restructuring of our business.

Pillar Two legislation applies to the Group for 2024 and we have accrued Pillar Two top-up tax of €9 million which is in line with the Group’s expectations in 2023 that

the impact would be in the range of 0%–0.2% increase to the Group effective tax rate for 2024.

158 Unilever Annual Report on Form 20-F 2024
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6B. DEFERRED TAX

| Deferred tax is recognised using the liability method on taxable temporary differences between the tax base and the accounting base of items included in the<br><br>balance sheet of the Group. Certain temporary differences are not provided for as follows:<br><br>■goodwill not deductible for tax purposes;<br><br>■the initial recognition of assets or liabilities that affect neither accounting nor taxable profit; and<br><br>■differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future.<br><br>The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates<br><br>enacted, or substantively enacted, at the year end.<br><br>The Group has applied the exemption to not recognise or disclose any deferred tax related to Pillar Two income taxes.<br><br>A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred<br><br>tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. | | --- || Movements in 2024 and 2023 | € million<br><br>As at 1<br><br>January 2024 | € million<br><br>Income<br><br>statement | € million<br><br>Other | € million<br><br>As at 31<br><br>December<br><br>2024 | € million<br><br>As at 1<br><br>January 2023 | € million<br><br>Income<br><br>statement | € million<br><br>Other | € million<br><br>As at 31<br><br>December<br><br>2023 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Pensions and similar obligations | (514) | (12) | (104) | (630) | (613) | (90) | 189 | (514) | | Provisions and accruals | 805 | 168 | (35) | 938 | 741 | 103 | (39) | 805 | | Goodwill and intangible assets | (3,697) | (45) | (121) | (3,863) | (3,848) | (10) | 161 | (3,697) | | Accelerated tax depreciation | (572) | (20) | 8 | (584) | (700) | 47 | 81 | (572) | | Tax losses | 234 | 190 | (9) | 415 | 231 | (3) | 6 | 234 | | Fair value gains | (40) | (3) | (23) | (66) | (42) | – | 2 | (40) | | Fair value losses | 23 | 9 | (20) | 12 | 36 | (2) | (11) | 23 | | Share-based payments | 246 | (2) | 29 | 273 | 194 | 30 | 22 | 246 | | Lease liability | 189 | (16) | 8 | 181 | 237 | (34) | (14) | 189 | | Right of use asset | (166) | 8 | (3) | (161) | (201) | 30 | 5 | (166) | | Other | 610 | (124) | (63) | 423 | 639 | (18) | (11) | 610 | | | (2,882) | 153 | (333) | (3,062) | (3,326) | 53 | 391 | (2,882) |

At the balance sheet date, the Group had unused tax losses of €2,245 million (2023: €1,313 million) and tax credits amounting to €795 million (2023: €832 million)

available for offset against future taxable profits. Deferred tax assets have not been recognised in respect of unused tax losses of €695 million (2023: €602 million)

and tax credits of €502 million (2023: €418 million), as it is not probable that there will be future taxable profits within the entities against which the losses and credits

can be utilised. Of these losses, €246 million (2023: €168 million) have expiry dates, being corporate income tax losses in the US, Korea and China which expire

between now and 2043.

Where deferred tax assets have been recognised in respect of losses, the evidence considered includes the reason for the loss, potential planning strategies to utilise

the loss, including where permitted merger with other profitable entities and the availability of future taxable profits against which the losses can be utilised. Profit

forecasts used are consistent with those used in other areas of the business.

Deferred tax assets have not been recognised in respect of other deductible temporary differences of €986 million (2023: €515 million) as it is not expected they will

be utilised. Of these differences, €868 million (2023: €409 million) relates to limitation on the deduction of interest expenses. There is no expiry date for these

differences.

At the balance sheet date, the aggregate amount of temporary differences associated with undistributed earnings of subsidiaries for which deferred tax liabilities have

not been recognised was €2,013 million (2023: €2,610 million). No liability has been recognised in respect of these differences because the Group is in a position to

control the timing of the reversal of the temporary differences, and it is probable that such differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred

income taxes relate to the same fiscal authority. The following amounts, determined after appropriate offsetting, are shown in the consolidated balance sheet:

Deferred tax assets and liabilities € million<br><br>Assets<br><br>2024 € million<br><br>Assets<br><br>2023 € million<br><br>Liabilities<br><br>2024 € million<br><br>Liabilities<br><br>2023 € million<br><br>Total<br><br>2024 € million<br><br>Total<br><br>2023
Pensions and similar obligations (158) 199 (472) (713) (630) (514)
Provisions and accruals 510 503 428 302 938 805
Goodwill and intangible assets 286 51 (4,149) (3,748) (3,863) (3,697)
Accelerated tax depreciation (38) (18) (546) (554) (584) (572)
Tax losses 395 201 20 33 415 234
Fair value gains (22) (1) (44) (39) (66) (40)
Fair value losses 12 23 12 23
Share-based payments 118 84 155 162 273 246
Lease liability 81 94 100 95 181 189
Right of use asset (83) (92) (78) (74) (161) (166)
Other 191 92 232 518 423 610
1,280 1,113 (4,342) (3,995) (3,062) (2,882)
Of which deferred tax to be recovered/(settled) after more than 12 months 879 756 (4,581) (4,199) (3,702) (3,443)
Unilever Annual Report on Form 20-F 2024 159
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
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6C. TAX ON ITEMS RECOGNISED IN EQUITY OR OTHER COMPREHENSIVE INCOME

Income tax is recognised in equity or other comprehensive income for items recognised directly in equity or other comprehensive income.

Tax effects directly recognised in equity or other comprehensive income were as follows:

Movements in 2024 and 2023 € million<br><br>Before tax<br><br>2024 € million<br><br>Tax<br><br>(charge)/<br><br>credit 2024 € million<br><br>After tax<br><br>2024 € million<br><br>Before tax<br><br>2023 € million<br><br>Tax<br><br>(charge)/<br><br>credit 2023 € million<br><br>After tax<br><br>2023
Gains/(losses) on:
Equity instruments at fair value through other comprehensive income 60 60 (38) 10 (28)
Cash flow hedges 253 (43) 210 (10) (17) (27)
Remeasurement of defined benefit pension plans 318 (54) 264 (745) 235 (510)
Currency retranslation gains/(losses) 1,420 (31) 1,389 (1,460) (1) (1,461)
2,051 (128) 1,923 (2,253) 227 (2,026)

7. Earnings per share

The earnings per share calculations are based on the average number of share units representing the ordinary shares of PLC in issue during the period, less the<br><br>average number of shares held as treasury shares.<br><br>In calculating diluted earnings per share, a number of adjustments are made to the number of shares, principally, the exercise of share plans by employees.

Earnings per share for total operations for the 12 months were as follows:

€<br><br>2024 €<br><br>2023 €<br><br>2022
Basic earnings per share 2.30 2.58 3.00
Diluted earnings per share 2.29 2.56 2.99 Millions of share units
--- --- --- ---
Calculation of average number of share units 2024 2023 2022
Average number of shares 2,520.9 2,587.0 2,629.2
Less: treasury shares held by employee share trusts and companies (28.3) (71.1) (81.0)
Average number of shares – used for basic earnings per share 2,492.6 2,515.9 2,548.2
Add: dilutive effect of share-based compensation plans 14.5 16.5 11.6
Diluted average number of shares – used for diluted earnings per share 2,507.1 2,532.4 2,559.8 Calculation of earnings € million<br><br>2024 € million<br><br>2023 € million<br><br>2022
--- --- --- ---
Net profit 6,369 7,140 8,269
Non-controlling interests (625) (653) (627)
Net profit attributable to shareholders’ equity – used for basic and diluted earnings per share 5,744 6,487 7,642

8. Dividends on ordinary capital

| Dividends are recognised on the date that the shareholder’s right to receive payment is established. This is generally the date when the dividend is declared. | | --- || | € million<br><br>2024 | € million<br><br>2023 | € million<br><br>2022 | | --- | --- | --- | --- | | Dividends on ordinary capital during the year | (4,320) | (4,327) | (4,356) |

Four quarterly interim dividends were declared and paid during 2024, totalling £1.47 (2023: £1.50) per PLC ordinary share.

A quarterly dividend of €1,121 million (2023: €1,067 million) was declared on 13 February 2025, to be paid in March 2025; £0.38 per PLC ordinary share (2023:

£0.36). Total dividends declared in relation to 2024 were £1.48 (2023: £1.48) per PLC ordinary share.

160 Unilever Annual Report on Form 20-F 2024
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9. Goodwill and intangible assets

Goodwill<br><br>Goodwill is initially recognised based on the accounting policy for business combinations (see note 21). Goodwill is subsequently measured at cost less amounts<br><br>provided for impairment. Goodwill acquired in a business combination is assessed to determine whether new cash generating units (CGUs) are created, and if not,<br><br>is allocated to the Group’s CGUs, or groups of CGUs (GCGUs) in line with the structure detailed below. These might not always be the same as the CGUs or<br><br>GCGUs that include the assets and liabilities of the acquired business.
Intangible assets<br><br>Separately purchased intangible assets are initially measured at cost, being the purchase price as at the date of acquisition. On acquisition of new interests in<br><br>group companies, Unilever recognises any specifically identifiable intangible assets separately from goodwill. These intangible assets are initially measured at fair<br><br>value as at the date of acquisition.<br><br>Expenditure to support development of internally produced intangible assets is recognised in profit or loss as incurred.<br><br>Indefinite-life intangibles mainly comprise trademarks and brands, for which there is no foreseeable limit to the period over which they are expected to generate net<br><br>cash inflows. These are considered to have an indefinite life, given the strength and durability of our brands and the level of marketing support. These assets are<br><br>not amortised but are subject to a review for impairment annually, or more frequently if events or circumstances indicate this is necessary.<br><br>Finite-life intangible assets mainly comprise software, patented and non-patented technology, know-how and customer lists. These assets are amortised on a<br><br>straight-line basis in the income statement over the period of their expected useful lives, or the period of legal rights if shorter. None of the amortisation periods<br><br>exceeds ten years.
Cash generating units<br><br>The Group’s assets are grouped into cash generating units (CGUs) which are the smallest identifiable group of assets that generates largely independent cash<br><br>inflows. The Group's CGUs are aligned with our organisation structure of Business Units and Global Business Units.<br><br>For impairment testing purposes, goodwill is allocated to groups of CGUs (GCGUs) which are based on the five Business Groups since the synergies acquired<br><br>through a business combination benefit a Business Group as a whole rather than a specific Business Unit or Global Business Unit. Cash inflows relating to<br><br>indefinite-life intangible assets are identifiable at Business Unit or Global Business Unit level and are therefore allocated to individual CGUs.
Impairment review<br><br>The impairment test is performed by comparing the carrying value of the CGUs or GCGUs with their recoverable value. The recoverable value is primarily based<br><br>on value in use but also considers fair value less costs of disposal where relevant. Any impairment is charged to the income statement as it arises. € million Goodwill Indefinite-life<br><br>intangible assets Finite-life intangible assets Total
--- --- --- --- --- ---
Movements during 2024 Software Other
Cost
1 January 2024 22,266 17,967 3,483 1,124 44,840
Additions through business combinations(a) 310 382 692
Disposal of businesses (60) (510) (26) (4) (600)
Reclassification to held for sale (47) (47) (5) (99)
Additions 3 229 1 233
Disposals and other movements 132 2 (23) 9 120
Hyperinflationary adjustment 284 34 318
Currency retranslation 586 506 143 26 1,261
31 December 2024 23,471 18,337 3,801 1,156 46,765
Accumulated amortisation and impairment
1 January 2024 (1,157) (345) (2,841) (1,031) (5,374)
Amortisation/impairment for the year (127) (213) (35) (375)
Disposals and other movements (3) 47 (8) 36
Currency retranslation (9) (116) (26) (151)
31 December 2024 (1,160) (481) (3,123) (1,100) (5,864)
Net book value 31 December 2024(c) 22,311 17,856 678 56 40,901
Unilever Annual Report on Form 20-F 2024 161
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9. GOODWILL AND INTANGIBLE ASSETS continued

€ million Goodwill Indefinite-life<br><br>intangible assets Finite-life intangible assets Total
Movements during 2023 Software Other
Cost
1 January 2023 22,766 18,516 3,317 1,137 45,736
Additions through business combinations(a) 326 430 756
Disposal of businesses (56) (7) (63)
Reclassification to held for sale(b) (65) (467) (532)
Additions 2 239 2 243
Disposals and other movements (2) (71) 7 (66)
Hyperinflationary adjustment (173) (12) (5) (190)
Currency retranslation (532) (500) 3 (15) (1,044)
31 December 2023 22,266 17,967 3,483 1,124 44,840
Accumulated amortisation and impairment
1 January 2023 (1,157) (350) (2,730) (1,010) (5,247)
Amortisation/impairment for the year (187) (41) (228)
Disposals and other movements (1) 72 7 78
Currency retranslation 1 5 4 13 23
31 December 2023 (1,157) (345) (2,841) (1,031) (5,374)
Net book value 31 December 2023(c) 21,109 17,622 642 93 39,466

(a)Includes the provisional fair value of goodwill and intangibles for acquisitions made in 2024 as well as subsequent changes in the fair value of goodwill and intangibles for the acquisitions

made in 2023 where the initial acquisition accounting was provisional at the end of 2023. See note 21 for further details.

(b)Goodwill and intangibles in relation to Elida Beauty amounting to €532 million in 2023 were reclassified as held for sale and were subsequently disposed in 2024.

(c)Within indefinite-life intangible assets there are five existing brands that have a significant carrying value: Horlicks €2,719 million (2023: €2,640 million), Knorr €1,860 million (2023:

€1,838 million), Paula's Choice €1,807 million (2023: €1,699 million), Hellmann’s €1,285 million (2023: €1,226 million) and Carver Korea €1,278 million (2023: €1,370 million).

SIGNIFICANT CGUs

In 2024, the Group announced a new organisational structure effective 1 January 2025. This new structure retains the concept of Business and Global Business Units

and so this remains the basis for our CGUs. However, the new organisation structure does alter the composition of some of our CGUs.

The goodwill and indefinite-life assets held in the GCGUs and CGUs shown below are considered significant within the total carrying amounts of goodwill and

indefinite-life intangible as at 31 December 2024.

2024 GCGUs 2023 GCGUs
€ billion<br><br>Goodwill € billion<br><br>Goodwill
Beauty & Wellbeing 5.0 4.6
Personal Care 4.2 3.9
Home Care 0.9 0.9
Foods 8.6 8.0
Ice Cream 3.6 3.7
Total GCGUs 22.3 21.1 2024 CGUs
--- ---
€ billion<br><br>Indefinite-life intangible<br><br>assets
Foods India and Nepal 3.0
Prestige 3.2
Wellbeing(a) 1.7
Beauty & Wellbeing North America 1.0
Total Significant CGUs 8.9
Others(b) 9.0
Total CGUs 17.9

(a)Previously Health & Wellness.

(b)Included within Others are individually insignificant amounts of intangible assets.

162 Unilever Annual Report on Form 20-F 2024
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9. GOODWILL AND INTANGIBLE ASSETS continued

KEY ASSUMPTIONS

In performing our annual impairment testing, the recoverable amount of each CGU has been calculated based on its value in use, estimated as the present value of

projected future cash flows. Each GCGU's value in use is based on the aggregated value in use of the CGUs grouped under the respective GCGU.

Projected cash flows include specific estimates for a period of five years. The growth rates and operating margins used to estimate cash flows for the five years are

based on past performance and on the Group’s three-year strategic plan, de-risked to ensure reasonability and extended to years four and five. The Group's three-

year strategic plan factors in initiatives we are undertaking to reduce carbon emissions in line with our Climate Transition Action Plan (CTAP) and impacts of climate

change on our operational costs. The growth rates used in this exercise for GCGUs and significant CGUs are set out below:

For the year 2024

Group of CGUs Beauty &<br><br>Wellbeing Personal Care Home Care Foods Ice Cream
Longer-term sustainable growth rates 3% 2% 3% 3% 3%
Average near-term nominal growth rates 5% 3% 3% 3% 5%
Discount rate 11% 11% 12% 11% 10% Significant CGUs Foods<br><br>India and Nepal Prestige Wellbeing Beauty &<br><br>Wellbeing<br><br>North America
--- --- --- --- ---
Longer-term sustainable growth rates 7% 2% 2% 2%
Average near-term nominal growth rates 7% 8% 11% 1%

For the year 2023

Group of CGUs Beauty & Wellbeing Personal Care Home Care Foods Ice Cream
Longer-term sustainable growth rates 3% 2% 3% 2% 2%
Average near-term nominal growth rates 6% 4% 3% 3% 6%
Discount rate 11% 11% 12% 11% 10%

The estimated cash flows after year five are extrapolated using a longer-term sustainable growth rate, which is determined as the lower of our own three-year

average growth projection and external forecasts for the relevant market.

In 2024, the projected cash flows are discounted using pre-tax discount rates. The discount rates are specific to each CGU and are determined based on the

weighted average cost of capital, including a market and country risk premium. Given the higher number of CGUs spread across different markets, the CGU discount

rates are in the range 9.0%–16.5% (2023: 8.4%–20.0%). For significant CGUs the discount rates are in the range 9.0%–11.4%.

There are no reasonably possible changes in key assumptions that would cause the carrying amount of any CGU to exceed its recoverable amount.

Impairment of Air business

Water & Air Wellness CGU comprised of Pureit, Qinyuan, and Blueair. Pureit was launched in 2004, Qinyuan, a water purification company, was acquired in 2014,

and Blueair, a provider of innovative mobile indoor air purification technologies and solutions, was acquired in 2016.

During the 2024 annual impairment review, following the sale of the water business, including the Qinyuan and Pureit brands, it was determined that the carrying

value of Air exceeded its recoverable amount. As a result, the full amount of indefinite-life intangibles was impaired by €127 million.

Unilever Annual Report on Form 20-F 2024 163
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10. Property, plant and equipment

The Group’s property, plant and equipment is comprised of owned assets (note 10A) and leased assets (note 10B). Property, plant and equipment is measured at<br><br>cost including eligible borrowing costs less depreciation and accumulated impairment losses.<br><br>Property, plant and equipment is subject to review for impairment if triggering events or circumstances indicate that this is necessary. If an indication of impairment<br><br>exists, the asset’s or cash generating unit’s recoverable amount is estimated and any impairment loss is charged to the income statement as it arises.
Owned assets<br><br>Owned assets are initially measured at historical cost. Depreciation is provided on a straight-line basis over the expected average useful lives of the assets.<br><br>Residual values and useful lives are reviewed at least annually. The review of residual values and useful lives has taken into consideration the impacts of climate<br><br>change and the actions we undertake to mitigate and adapt against these climate-related risks and there is no material impact on the income statement for this<br><br>year. Estimated useful lives by major class of assets are as follows:
■freehold buildings (no depreciation on freehold land) 40 years
■leasehold land and buildings 40 years (or life of lease if less)
■plant and equipment 2-20 years
Leased assets<br><br>The cost of a leased asset is measured as the lease liability at inception of the lease contract and other direct costs less any incentives granted by the lessor. The<br><br>Group has not capitalised leases which are less than 12 months or leases of low-value assets. These mainly relate to IT equipment, office equipment, furniture and<br><br>fitting and other peripheral items. When a lease liability is remeasured, the related lease asset is adjusted by the same amount.<br><br>Depreciation is provided on a straight-line basis from the commencement date of the lease to the end of the lease term. Property, plant and equipment Notes € million<br><br>2024 € million<br><br>2023
--- --- --- ---
Owned assets 10A 10,259 9,377
Leased assets 10B 1,410 1,330
Total 11,669 10,707

10A. OWNED ASSETS

Movements during 2024 € million<br><br>Land and<br><br>buildings € million<br><br>Plant and<br><br>equipment € million<br><br>Total
Cost
1 January 2024 4,671 14,957 19,628
Additions through business combinations 1 1
Additions 319 1,421 1,740
Disposals and other movements (116) (1,073) (1,189)
Hyperinflationary adjustment 223 441 664
Reclassification as held for sale (27) (69) (96)
Currency retranslation 34 122 156
31 December 2024 5,104 15,800 20,904
Accumulated depreciation
1 January 2024 (1,599) (8,652) (10,251)
Depreciation charge for the year (119) (886) (1,005)
Disposals and other movements 45 893 938
Hyperinflationary adjustment (33) (246) (279)
Reclassification as held for sale 15 50 65
Currency retranslation (26) (87) (113)
31 December 2024 (1,717) (8,928) (10,645)
Net book value 31 December 2024(a) 3,387 6,872 10,259
Includes capital expenditures for assets under construction 234 1,368 1,602

(a)Includes €556 million of freehold land.

The Group has commitments to purchase property, plant and equipment of €694 million (2023: €583 million).

164 Unilever Annual Report on Form 20-F 2024
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10A. OWNED ASSETS continued

Movements during 2023 € million<br><br>Land and<br><br>buildings € million<br><br>Plant and<br><br>equipment € million<br><br><br><br>Total
Cost
1 January 2023 4,708 15,108 19,816
Additions through business combinations 1 1
Additions 280 1,222 1,502
Disposals and other movements (96) (766) (862)
Hyperinflationary adjustment 29 (111) (82)
Reclassification as held for sale 6 (13) (7)
Currency retranslation (256) (484) (740)
31 December 2023 4,671 14,957 19,628
Accumulated depreciation
1 January 2023 (1,599) (8,801) (10,400)
Depreciation charge for the year (116) (833) (949)
Disposals and other movements 80 635 715
Hyperinflationary adjustment 6 112 118
Reclassification as held for sale (6) 9 3
Currency retranslation 36 226 262
31 December 2023 (1,599) (8,652) (10,251)
Net book value 31 December 2023(a) 3,072 6,305 9,377
Includes capital expenditures for assets under construction 189 1,057 1,246

(a)Includes €471 million of freehold land.

Unilever Annual Report on Form 20-F 2024 165
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10B. LEASED ASSETS

Movements during 2024 € million<br><br>Land and<br><br>buildings € million<br><br>Plant and<br><br>equipment € million<br><br>Total
Cost
1 January 2024 2,625 583 3,208
Additions 404 143 547
Disposals and other movements (373) (149) (522)
Hyperinflationary adjustment (4) (4)
Reclassification as held for sale (2) (1) (3)
Currency retranslation 56 11 67
31 December 2024 2,706 587 3,293
Accumulated depreciation
1 January 2024 (1,578) (300) (1,878)
Depreciation/Impairment charge for the year (271) (106) (377)
Disposals and other movements 292 120 412
Reclassification as held for sale 1 1
Currency retranslation (35) (6) (41)
31 December 2024 (1,592) (291) (1,883)
Net book value 31 December 2024 1,114 296 1,410 Movements during 2023 € million<br><br>Land and<br><br>buildings € million<br><br>Plant and<br><br>equipment € million<br><br><br><br>Total
--- --- --- ---
Cost
1 January 2023 2,655 650 3,305
Additions through business combinations 2 2
Additions 365 175 540
Disposals and other movements (307) (216) (523)
Hyperinflationary adjustment (1) (1)
Reclassification as held for sale (12) (3) (15)
Currency retranslation (77) (23) (100)
31 December 2023 2,625 583 3,208
Accumulated depreciation
1 January 2023 (1,580) (371) (1,951)
Depreciation/Impairment charge for the year (292) (109) (401)
Disposals and other movements 245 166 411
Reclassification as held for sale 9 3 12
Currency retranslation 40 11 51
31 December 2023 (1,578) (300) (1,878)
Net book value 31 December 2023 1,047 283 1,330

Our leases mainly comprise of land and buildings and plant and equipment. The Group leases land and buildings for manufacturing, warehouse facilities and office

space and also sublets some property. Plant and equipment includes leases for vehicles.

The Group has recognised in the income statement, a charge of €121 million (2023: €117 million) for short-term leases and €57 million (2023: €64 million) on leases

for low-value assets.

During the year, the Group recognised income of €10 million (2023: €11 million) from sublet properties.

The total cash outflow relating to leases was €458 million (2023: €465 million).

Lease liabilities are shown in note 15 on pages 169 and 173.

166 Unilever Annual Report on Form 20-F 2024
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11. Other non-current assets

| Joint ventures are undertakings in which the Group has an interest and which are jointly controlled by the Group and one or more other parties. Associates are<br><br>undertakings where the Group has an investment in which it does not have control or joint control but can exercise significant influence.<br><br>Interests in joint ventures and associates are accounted for using the equity method and are stated in the consolidated balance sheet at cost, adjusted for the<br><br>movement in the Group’s share of their net assets and liabilities. The Group’s share of the profit or loss after tax of joint ventures and associates is included in the<br><br>Group’s consolidated profit before taxation.<br><br>Where the Group’s share of losses exceeds its interest in the equity-accounted investee, the carrying amount of the investment is reduced to zero and the<br><br>recognition of further losses is discontinued, except to the extent that the Group has an obligation to make payments on behalf of the investee. | | --- || | € million<br><br>2024 | € million<br><br>2023 | | --- | --- | --- | | Interest in net assets of joint ventures | 80 | 70 | | Interest in net assets of associates | 14 | 24 | | Long-term trade and other receivables(a) | 344 | 394 | | Other non-current assets(b) | 533 | 423 | | | 971 | 911 |

(a)Including indirect tax receivables where we do not have the contractual right to receive payment within 12 months.

(b)Includes direct tax assets, withholding tax assets, interest on tax assets, contingent assets and investment properties.

Movements during 2024 and 2023 € million<br><br>2024 € million<br><br>2023
Joint ventures(a)
1 January 70 65
Additions 10
Dividends received/reductions (245) (241)
Share of net profit/(loss) 255 235
Currency retranslation 1
31 December 80 70
Associates
1 January 24 19
Additions 8
Dividend received/reductions (2) (5)
Share of net profit/(loss) (4)
Currency retranslation (8) 6
31 December 14 24

(a)Our principal joint ventures are Unilever FIMA LDA and Gallo Worldwide LDA in Portugal, Binzagr Unilever Distribution in the Middle East, the Pepsi Lipton Tea Partnership in the US and

Pepsi Lipton International Ltd for the rest of the world.

The joint ventures and associates have no contingent liabilities to which the Group is exposed, and the Group has no contingent liabilities in relation to its interests in

the joint ventures and associates.

The Group has no outstanding capital commitments to joint ventures.

Outstanding balances with joint ventures and associates are shown in note 23 on page 190.

12. Inventories

| Inventories are valued at the lower of weighted average cost and net realisable value. Cost comprises direct costs and, where appropriate, a proportion of<br><br>attributable production overheads. Net realisable value is the estimated selling price less the estimated costs necessary to make the sale. | | --- || Inventories | € million<br><br>2024 | € million<br><br>2023 | | --- | --- | --- | | Raw materials and consumables | 1,912 | 1,815 | | Finished goods and goods for resale | 3,569 | 3,662 | | Total inventories | 5,481 | 5,477 | | Provision for inventories | (304) | (358) | | | 5,177 | 5,119 | | Unilever Annual Report on Form 20-F 2024 | 167 | | --- | --- | | STRATEGIC REPORT | CORPORATE GOVERNANCE | FINANCIAL STATEMENTS | SUSTAINABILITY STATEMENTS | | --- | --- | --- | --- || NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | | --- |

12. INVENTORIES continued

Provision for inventories € million<br><br>2024 € million<br><br>2023
1 January 358 379
Charge to income statement 9 80
Reduction/releases (56) (63)
Currency translations (1) (32)
Others(a) (6) (6)
31 December 304 358

(a)Others include the amount relating to the acquisition/disposal of businesses and transfers.

Inventories with a value of €188 million (2023: €173 million) are carried at net realisable value, this being lower than cost. During 2024, a total expense of €259 million

(2023: €413 million) was recognised in the income statement for inventory write-downs and losses.

13. Trade and other current receivables

Trade and other current receivables are initially recognised at fair value plus any directly attributable transaction costs. Subsequently, except for derivatives (see<br><br>note 16 on page 174), these assets are held at amortised cost, using the effective interest method and net of any impairment losses. Discounts payable to<br><br>customers are shown as a reduction in trade receivables when there is a legal right and intent to settle them on a net basis.

We do not consider the fair values of trade and other current receivables to be significantly different from their carrying values. Concentrations of credit risk with

respect to trade receivables are limited, due to the Group’s customer base being large and diverse. Our historical experience of collecting receivables, supported by

the level of default, is that credit risk is low across territories and so trade receivables are considered to be a single class of financial assets. Impairment for trade

receivables are calculated for specific receivables with known or anticipated issues affecting the likelihood of recovery and for balances past due with a probability of

default based on historical data as well as relevant forward-looking information.

Trade and other current receivables € million<br><br>2024 € million<br><br>2023
Due within one year
Trade receivables 4,227 4,023
Prepayments and accrued income 506 516
Other receivables 1,278 1,236
6,011 5,775

Included within trade receivables are discounts due to our customers of €2,587 million (2023: €2,528 million). Other receivables comprise financial assets of €312

million (2023: €256 million) and non-financial assets of €966 million (2023: €979 million). Financial assets include supplier and customer deposits, employee

advances and certain derivatives. Non-financial assets mainly consist of reclaimable sales tax of €582 million (2023: €581 million).

Ageing of trade receivables € million<br><br>2024 € million<br><br>2023
Not overdue 3,807 3,522
Past due less than three months 382 401
Past due more than three months but less than six months 47 67
Past due more than six months but less than one year 28 90
Past due more than one year 142 141
Total trade receivables 4,406 4,221
Impairment provision for trade receivables (179) (198)
4,227 4,023

The total impairment provision includes €179 million (2023: €198 million) for current trade receivables, €16 million (2023: €11 million) for other current receivables and

€11 million (2023: €13 million) for non-current trade and other receivables.

Impairment provision for total trade and other receivables € million<br><br>2024 € million<br><br>2023
1 January 222 278
Charge to income statement 37 34
Reduction/releases (53) (82)
Reclassifications (3)
Currency translations (5)
31 December 206 222
168 Unilever Annual Report on Form 20-F 2024
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14. Trade payables and other liabilities

Trade payables<br><br>Trade payables are initially recognised at fair value less any directly attributable transaction costs. Trade payables are subsequently measured at amortised cost,<br><br>using the effective interest method.<br><br>Other liabilities<br><br>Other liabilities are initially recognised at fair value less any directly attributable transaction costs. Subsequent measurement depends on the type of liability:<br><br>■accruals are subsequently measured at amortised cost, using the effective interest method;<br><br>■social security and sundry taxes are subsequently measured at amortised cost, using the effective interest method;<br><br>■deferred consideration is subsequently measured at fair value with changes in the income statement as explained below; and<br><br>■others are subsequently measured either at amortised cost, using the effective interest method or at fair value, with changes being recognised in the income<br><br>statement.
Deferred consideration<br><br>Deferred consideration represents any payments to the sellers of a business that occur after the acquisition date. These typically comprise contingent<br><br>consideration and fixed deferred consideration:<br><br>■fixed deferred consideration is a payment with a due date after acquisition that is not dependent on future conditions; and<br><br>■contingent consideration is a payment which is dependent on certain conditions being met in the future and is often variable.<br><br>All deferred consideration is initially recognised at fair value as at the acquisition date, which includes a present value discount. Subsequently, deferred consideration is<br><br>measured to reflect the unwinding of discount on the liability, with changes recognised in finance cost within the income statement. In the balance sheet, it is remeasured to<br><br>reflect the latest estimate of the achievement of the conditions on which the consideration is based; changes in value other than the discount unwind are recognised as<br><br>acquisition and disposal-related costs in the income statement.

We do not consider the fair values of trade payables and other liabilities to be significantly different from their carrying values.

Trade payables and other liabilities € million<br><br>2024 € million<br><br>2023
Current: due within one year
Trade payables 10,258 10,355
Accruals 5,053 5,057
Social security and sundry taxes 555 512
Deferred consideration 16 167
Others 808 766
16,690 16,857
Non-current: due after more than one year
Accruals 148 105
Deferred consideration 1 5
Others 54 28
203 138
Total trade payables and other liabilities 16,893 16,995

Included within trade payables and other liabilities are discounts due to our customers of €2,161 million (2023: €2,294 million).

Included within others are IT, consulting services, payroll-related expenses and refundable deposits.

Deferred consideration

At 31 December 2024, the total balance of deferred consideration for acquisitions is €17 million (2023: €172 million), which includes contingent consideration of €1

million (2023: €157 million). These contingent consideration payments are dependent on acquired businesses achieving contractually agreed financial targets (mainly

relates to cumulative increases in turnover and profit before tax) until 2025.

Supplier financing arrangements for trade payables

Some of our suppliers elect to factor some of their receivables from the Group with financial institutions. In some instances, we provide suppliers and/or banks with

visibility of invoices approved for payment, which helps them receive cash from the bank before the invoice due date, if they choose to do so.

Payment dates and terms for Unilever do not vary based on whether the supplier chooses to factor their receivable. If a receivable is purchased by a third-party bank,

that third-party bank does not benefit from additional security when compared to the security originally enjoyed by the supplier.

The Group evaluates these arrangements to assess if the payable holds the characteristics of a trade payable or should be classified as a financial liability. At

31 December 2024 and 31 December 2023, all such liabilities were classified as trade payables.

2024
Carrying amount of trade payables
Presented in trade and other payables (€ million) 2,207
of which suppliers have received payment from finance provider (€ million) 1,908
Range of payment due dates
Liabilities that are part of the arrangements (days) 180 days
Comparable trade payables that are not part of the arrangements (days) 180 days

In its liquidity assessment, the Group does not consider any supplier financing arrangements as these arrangements are non-recourse to Unilever and supplier

payment dates and terms for Unilever do not vary based on whether the supplier chooses to use such financing arrangements.

Unilever Annual Report on Form 20-F 2024 169
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15. Capital and funding

Ordinary shares<br><br>Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any<br><br>tax effects.
Share-based compensation<br><br>The Group operates a number of share-based compensation plans involving awards of ordinary shares. Full details of these plans are given in note 4C on pages<br><br>155 and 156.
Unification reserve<br><br>The Group recognised a separate Unification Reserve within Equity as a result of PLC Share Premium that arose from Unification.
Other reserves<br><br>Other reserves include the fair value reserve, the foreign currency translation reserve, the capital redemption reserve and treasury shares.
Shares held by employee share trusts and group companies<br><br>An employee share trust and group companies purchase and hold shares to satisfy performance shares granted and other share awards (see note 4C). The assets<br><br>and liabilities of the trust and shares held by the trust and group companies are included in the consolidated financial statements. The book value of shares held is<br><br>deducted from other reserves, and the trust’s borrowings are included in the Group’s liabilities. The costs of the trust are included in the results of the Group. The<br><br>shares held by the trust and group companies are excluded from the calculation of earnings per share.
Financial liabilities<br><br>Financial liabilities are initially recognised at fair value, less any directly related transaction costs. When bonds are designated as being part of a fair value hedge<br><br>relationship, in those cases bonds are carried at amortised cost, adjusted for the fair value of the risk being hedged, with changes in value shown in the income<br><br>statement. Put options are initially recognised at the present value of the expected gross obligation, with changes in value being recognised in the income<br><br>statement. Other financial liabilities, which includes put options, are subsequently carried at amortised cost, with the exception of:<br><br>■financial liabilities which the Group has elected to measure at fair value through profit or loss;<br><br>■derivative financial liabilities – see note 16 on page 174; and<br><br>■contingent consideration recognised by an acquirer in a business combination to which IFRS 3 applies. Such contingent consideration is subsequently<br><br>measured at fair value through profit or loss.
Lease liabilities<br><br>Lease liabilities are initially measured at the present value of the lease payments that are not yet paid at the start of the lease term. This is discounted using an<br><br>appropriate borrowing rate determined by the Group, where none is readily available in the lease contract. The lease liability is subsequently reduced by cash<br><br>payments and increased by interest costs. The lease liability is remeasured when the Group assesses that there will be a change in the amount expected to be<br><br>paid during the lease term.

The Group’s Treasury activities are designed to:

■maintain a competitive balance sheet in line with at least A/A2 rating (see below);

■secure funding at lowest costs for the Group’s operations, M&A activity and external dividend payments (see below);

■protect the Group’s financial results and position from financial risks (see note 16);

■maintain market risks within acceptable parameters, while optimising returns (see note 16); and

■protect the Group’s financial investments, while maximising returns (see note 17).

The Treasury department provides central deposit-taking, funding and foreign exchange management services for the Group’s operations. The department is

governed by standards and processes which are approved by Unilever Leadership Executive (ULE). In addition to guidelines and exposure limits, a system of

authorities and extensive independent reporting covers all major areas of activity. Performance is monitored closely by senior management. Reviews are undertaken

periodically by corporate audit.

Key instruments used by the Treasury department are:

■short-term and long-term borrowings;

■cash and cash equivalents; and

■plain vanilla derivatives, including interest rate swaps and foreign exchange contracts.

The Treasury department maintains a list of approved financial instruments. The use of any new instrument must be approved by the Chief Financial Officer. The use

of leveraged instruments is not permitted.

Unilever considers the following components of its balance sheet to be managed capital:

■total equity – retained profit, other reserves, share capital, share premium, non-controlling interests (notes 15A and 15B);

■short-term debt – current financial liabilities (note 15C); and

■long-term debt – non-current financial liabilities (note 15C).

The Group manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders through an appropriate

balance of debt and equity. The capital structure of the Group is based on management’s judgement of the appropriate balance of key elements in order to meet its

strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions

and the risk characteristics of the underlying assets.

Our current long-term credit rating is A+/A1 and our short-term credit rating is A1/P1. We aim to maintain a competitive balance sheet which we consider to be the

equivalent of a credit rating of at least A/A2 in the long term. This provides us with:

■appropriate access to the debt and equity markets;

■sufficient flexibility for acquisitions;

■sufficient resilience against economic and financial uncertainty while ensuring ample liquidity; and

■optimal weighted average cost of capital, given the above constraints.

Unilever monitors the qualitative and quantitative factors utilised by the rating agencies. This information is publicly available and is updated by the credit rating

agencies on a regular basis.

170 Unilever Annual Report on Form 20-F 2024
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15A. SHARE CAPITAL

Unilever PLC £ million<br><br>2024 £ million<br><br>2023
PLC ordinary shares of 31/9 p each(a) 78.4 78.3 Unilever Group € million<br><br>2024 € million<br><br>2023
--- --- ---
Euro equivalent in millions(b) 88 88

(a)At 31 December 2024, 2,521,497,338 (2023: 2,516,597,338) of PLC ordinary shares were in issue. During the year, 4,900,000 new shares were issued.

(b)The ordinary share capital of PLC is translated using the conversion rate as at the date of Unification of £1 = €1.121.

15B. EQUITY

Basis of consolidation

Unilever is the majority shareholder of all material subsidiaries and has control in all cases. Information in relation to significant subsidiaries is provided in note 27 on

page 191.

Subsidiaries with significant non-controlling interests

Unilever has one subsidiary company which has a material non-controlling interest, Hindustan Unilever Limited (HUL). Summary financial information in relation to

HUL is shown below.

HUL balance sheet as at 31 December € million<br><br>2024 € million<br><br>2023
Non-current assets 6,478 6,221
Current assets 2,125 2,004
Current liabilities (1,456) (1,315)
Non-current liabilities (1,798) (1,531)
HUL comprehensive income for the year ended 31 December € million<br><br>2024 € million<br><br>2023
Turnover 6,607 6,636
Profit after tax 1,167 1,147
Total comprehensive income 1,318 937 HUL cash flow for the year ended 31 December € million<br><br>2024 € million<br><br>2023
--- --- ---
Net increase/(decrease) in cash and cash equivalents 364 (22)
HUL non-controlling interest € million<br><br>2024 € million<br><br>2023
1 January (2,048) (2,115)
Share of (profit)/loss for the year ended 31 December (446) (437)
Other comprehensive income 3 (1)
Dividend paid to the non-controlling interest 511 405
Currency translation (60) 80
Other movements in equity (4) 20
31 December (2,044) (2,048)

Analysis of other reserves

€ million<br><br>Total 2024 € million<br><br>Total 2023 € million<br><br>Total 2022
Fair value reserves – see following table 600 392 329
Currency retranslation of group companies – see following table (7,026) (7,432) (5,803)
Capital redemption reserve 25 25 21
Book value of treasury shares – see following table (37) (207) (282)
Repurchase of shares (2,259) (6,034) (4,527)
Cancellation of PLC shares 5,282
Other(a) (602) (544) (542)
(9,299) (8,518) (10,804)

(a)Relates primarily to options to purchase non-controlling interest in subsidiaries.

Unilever acquired 27,368,909 (2023: 31,734,256) of its own shares through purchases on the stock exchanges during the year, which includes the share buyback

programme as explained in note 24. During 2023, 112,746,434 of PLC ordinary shares were cancelled and the remaining shares were held as treasury shares as a

separate component of other reserves.

Unilever Annual Report on Form 20-F 2024 171
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15B. EQUITY continued

At 31 December 2024, the employee benefit trust held 1,998,281(2023: 1,361,032) of PLC shares. PLC and its subsidiaries held 326,473 (2023: 36,903) of PLC

shares as treasury shares in connection with share-based compensation plans. The shares are shown as a deduction from other reserves. (see note 4C on pages

155 and 156).

Treasury shares – movements during the year € million<br><br>2024 € million<br><br>2023
1 January (959) (4,809)
Repurchase of shares (1,508) (1,507)
Cancellation of PLC shares 5,282
Other purchases and utilisations 171 75
31 December (2,296) (959)
Currency retranslation reserves – movements during the year € million<br><br>2024 € million<br><br>2023
--- --- ---
1 January (7,432) (5,803)
Currency retranslation of group companies' net assets and liabilities during the year (419) (1,528)
Movement in net investment hedges and exchange differences in net investments in foreign operations 280 (115)
Recycling of currency retranslation to the income statement on business disposals 545 14
31 December (7,026) (7,432) Fair value reserves – movements during the year € million<br><br>2024 € million<br><br>2023
--- --- ---
1 January 392 329
Movements in Other comprehensive income, net of tax
Gains/(losses) on equity instruments 60 (27)
Gains/(losses) on cash flow hedges 210 (27)
Hedging (gains)/losses transferred to non-financial assets (62) 117
31 December 600 392

Refer to the consolidated statement of comprehensive income on page 138, the consolidated statement of changes in equity on page 139, and note 6C on page 159.

Remeasurement of defined benefit pension plans, net of tax

€ million<br><br>2024 € million<br><br>2023
1 January (180) 330
Movement during the year 264 (510)
31 December 84 (180)

Refer to the consolidated statement of comprehensive income on page 138, the consolidated statement of changes in equity on page 139, note 4B from pages 150 to

155 and note 6C on page 159.

Currency retranslation gains/(losses) – movements during the year

€ million<br><br>2024 € million<br><br>2023
1 January (7,344) (5,883)
Currency retranslation during the year:
Other reserves 406 (1,629)
Retained profit 891 294
Non-controlling interest 92 (126)
31 December (5,955) (7,344)
172 Unilever Annual Report on Form 20-F 2024
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15C. FINANCIAL LIABILITIES

Financial liabilities(a) € million<br><br>Current<br><br>2024 € million<br><br>Non-<br><br>current<br><br>2024 € million<br><br>Total<br><br>2024 € million<br><br>Current<br><br>2023 € million<br><br>Non-<br><br>current<br><br>2023 € million<br><br>Total<br><br>2023
Bank loans and overdrafts(b) 517 4 521 501 5 506
Bonds and other loans 5,363 23,285 28,648 4,066 22,626 26,692
Lease liabilities 322 1,164 1,486 334 1,061 1,395
Derivatives 152 442 594 48 446 494
Other financial liabilities(c) 633 171 804 138 397 535
6,987 25,066 32,053 5,087 24,535 29,622

(a)For the purposes of this note and note 17A, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which are covered in notes 13

and 14 respectively.

(b)Bank loans and overdrafts include €4 million (2023: €5 million) of secured liabilities.

(c)Includes options and financial liabilities to acquire non-controlling interests in the US, Myanmar, India, Italy and Hong Kong, refer to note 21.

Reconciliation of liabilities arising from financing activities

Non-cash movement
Movements in 2024 and 2023 Opening<br><br>balance at<br><br>1 January<br><br>€ million Cash<br><br>movement<br><br>€ million Business<br><br>acquisi-<br><br>tions/<br><br>disposals<br><br>€ million Foreign<br><br>exchange<br><br>changes<br><br>€ million Fair<br><br>value<br><br>changes<br><br>€ million Other<br><br>movements<br><br>€ million Closing<br><br>balance at<br><br>31 December<br><br>€ million
2024
Bank loans and overdrafts(a) (506) (52) 2 35 (521)
Bonds and other loans(a) (26,692) (1,119) (755) (5) (77) (28,648)
Lease liabilities(b) (1,395) 385 21 (24) (473) (1,486)
Derivatives (494) (13) (87) (594)
Other financial liabilities(a) (535) 25 (59) (33) (203) 1 (804)
Total (29,622) (761) (38) (823) (295) (514) (32,053)
2023
Bank loans and overdrafts(a) (519) (98) (9) 130 (10) (506)
Bonds and other loans(a) (26,512) (413) (3) 403 (159) (8) (26,692)
Lease liabilities(b) (1,408) 399 12 55 (453) (1,395)
Derivatives (631) 7 130 (494)
Other financial liabilities(a) (418) (44) 19 (81) (11) (535)
Total (29,488) (112) (44) 614 (110) (482) (29,622)

(a)These cash movements are included within the following lines in the consolidated cash flow statement: net change in short-term borrowings, additional financial liabilities and repayment of

financial liabilities. The difference of €(68) million (2023: €(14) million) represents cash movements in overdrafts that are not included in financing cash flows.

(b)Lease liabilities cash movement is included within capital element of lease payments in the consolidated cash flow statement. The difference of €4 million (2023: €5 million) represents gain

or loss from termination and modification of lease contracts.

Unilever Annual Report on Form 20-F 2024 173
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
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15C. FINANCIAL LIABILITIES continued

Analysis of bonds and other loans

€ million Total 2024 Total 2023
Unilever PLC
1.375% Notes 2024 (£) 288
1.875% Notes 2029 (£) 300 286
1.500% Notes 2026 (£) 602 575
1.500% Notes 2039 (€) 647 647
2.125% Notes 2028 (£)(a) 334 320
Total PLC 1,883 2,116
Other group companies
The Netherlands
1.625% Notes 2033 (€) 795 794
1.375% Notes 2029 (€) 747 746
1.125% Bonds 2027 (€) 699 698
1.125% Bonds 2028 (€) 698 697
0.875% Notes 2025 (€) 650 649
0.500% Bonds 2025 (€) 650 649
1.375% Notes 2030 (€) 646 645
1.000% Notes 2027 (€) 599 599
0.500% Notes 2024 (€) 500
1.250% Notes 2025 (€) 1,000 1,000
1.750% Notes 2030 (€) 997 996
1.250% Notes 2031 (€)(a) 588 576
2.250% Notes 2034 (€)(a) 793 786
0.750% Notes 2026 (€)(a) 489 475
1.750% Notes 2028 (€) 646 645
3.250% Notes 2031 (€) 495 495
3.500% Notes 2035 (€) 496 496
3.250% Notes 2032 (€) 598
3.500% Notes 2037 (€) 597
3.250% Notes 2032 (€) 100
United States
5.900% Bonds 2032 (US $) 955 897
2.900% Notes 2027 (US $) 956 897
3.500% Notes 2028 (US $) 764 716
2.000% Notes 2026 (US $) 671 629
3.250% Notes 2024 (US $) 452
3.100% Notes 2025 (US $) 480 450
2.600% Notes 2024 (US $) 451
3.500% Bonds 2028 (US $) 478 449
3.375% Notes 2025 (US $) 336 315
7.250% Bonds 2026 (US $) 285 267
6.625% Bonds 2028 (US $) 231 214
5.600% Bonds 2097 (US $) 88 83
2.125% Notes 2029 (US $) 812 762
2.600% Notes 2024 (US $) 453
1.375% Notes 2030 (US $)(a) 391 368
0.626% Notes 2024 (US $) 452
2.625% Notes 2051 (US $) 613 576
1.750% Notes 2031 (US $)(a) 670 640
3.300% Notes 2029 (€) 549 549
3.400% Notes 2033 (€) 694 694
4.875% Notes 2028 (US $) 670 630
5.000% Notes 2033 (US $) 760 714
4.750% Notes 2031 (US $) 163
4.625% Bonds 2034 (US $) 949
4.250% Bonds 2027 (US $) 718
Commercial Paper (US $) 2,158 1,465
Other countries
Switzerland 89 6
Others 2 1
Total other group companies 26,765 24,576
Total bonds and other loans 28,648 26,692

(a)Bonds includes €(373) million (2023: €(378)million) fair value adjustment following the fair value hedge accounting of fixed-for-floating interest rate swaps.

Information in relation to the derivatives used to hedge bonds and other loans within a fair value hedge relationship is shown in note 16.

174 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
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16. Treasury risk management

Derivatives and hedge accounting<br><br>Derivatives are measured at fair value with any related transaction costs expensed as incurred. The treatment of changes in the value of derivatives depends on<br><br>their use as explained below.<br><br>(i) Fair value hedges(a)<br><br>Certain derivatives are held to hedge the risk of changes in value of a specific bond or other loan. In these situations, the Group designates the liability and related<br><br>derivative to be part of a fair value hedge relationship. The carrying value of the bond is adjusted by the fair value of the risk being hedged, with changes going to<br><br>the income statement. Gains and losses on the corresponding derivative are also recognised in the income statement. The amounts recognised are offset in the<br><br>income statement to the extent that the hedge is effective. Ineffectiveness may occur if the critical terms do not exactly match, or if there is a value adjustment<br><br>resulting from a change in credit risk (in either the Group or the counter-party to the derivative) that is not matched by the hedged item. When the relationship no<br><br>longer meets the criteria for hedge accounting, the fair value hedge adjustment made to the bond is amortised to the income statement using the effective interest<br><br>method.<br><br>(ii) Cash flow hedges(a)<br><br>Derivatives are also held to hedge the uncertainty in timing or amount of future forecast cash flows. Such derivatives are classified as being part of cash flow hedge<br><br>relationships. For an effective hedge, gains and losses from changes in the fair value of derivatives are recognised in equity. Cost of hedging, where material and<br><br>opted for, is recorded in a separate account within equity. Any ineffective elements of the hedge are recognised in the income statement. Ineffectiveness may occur<br><br>if there are changes to the expected timing of the hedged transaction. If the hedged cash flow relates to a non-financial asset, the amount accumulated in equity is<br><br>subsequently included within the carrying value of that asset. For other cash flow hedges, amounts deferred in equity are taken to the income statement at the<br><br>same time as the related cash flow.<br><br>When a derivative no longer qualifies for hedge accounting, any cumulative gain or loss remains in equity until the related cash flow occurs. When the cash flow<br><br>takes place, the cumulative gain or loss is taken to the income statement. If the hedged cash flow is no longer expected to occur, the cumulative gain or loss is<br><br>taken to the income statement immediately.<br><br>(iii) Net investment hedges(a)<br><br>Certain derivatives are designated as hedges of the currency risk on the Group’s investment in foreign subsidiaries. The accounting policy for these arrangements<br><br>is set out in note 1.<br><br>(iv) Derivatives for which hedge accounting is not applied<br><br>Derivatives not classified as hedges are held in order to hedge certain balance sheet items and commodity exposures. No hedge accounting is applied to these<br><br>derivatives, which are carried at fair value with changes being recognised in the income statement.

(a)Applying hedge accounting has not led to material ineffectiveness being recognised in the income statement for both 2024 and 2023. Fair value changes on basis spread is recorded in a

separate account within equity.

The Group is exposed to the following risks that arise from its use of financial instruments, the management of which is described in the following sections:

■liquidity risk (see note 16A);

■market risk (see note 16B); and

■credit risk (see note 17B).

The Group’s risk management framework is established to set appropriate risk limits and controls, and to maintain adherence to these limits.

16A. MANAGEMENT OF LIQUIDITY RISK

Liquidity risk is the risk that the Group will face in meeting its obligations associated with its financial liabilities. The Group’s approach to managing liquidity is to

ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and

stressed conditions. A material and sustained shortfall in our cash flow could undermine the Group’s credit rating, impair investor confidence and also restrict the

Group’s ability to raise funds.

The Group’s funding strategy was supported by cash delivery from the business, coupled with the proceeds from bond issuances. Surplus cash balances have been

invested conservatively with low-risk counter-parties at maturities of primarily less than six months. In its liquidity assessment, the Group does not consider any

supplier financing arrangements as these arrangements are non-recourse to Unilever and supplier payment dates and terms for Unilever do not vary based on

whether the supplier chooses to use such financing arrangements.

Cash flow from operating activities provides the funds to service the financing of financial liabilities on a day-to-day basis. The Group seeks to manage its liquidity

requirements by maintaining access to global debt markets through short-term and long-term debt programmes. In addition, Unilever has committed credit facilities

for general corporate use.

On 31 December 2024, Unilever had undrawn revolving 364-day bilateral credit facilities in aggregate of $5,200 million and €2,600 million (2023: $5,200 million and

€2,600 million) with a 364-day term out. As part of the regular annual process, the intention is that these facilities will again be renewed in 2025.

Unilever Annual Report on Form 20-F 2024 175
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16A. MANAGEMENT OF LIQUIDITY RISK continued

The following table shows Unilever’s contractually agreed undiscounted cash flows, including expected interest payments, which are payable under financial liabilities

at the balance sheet date:

Undiscounted cash flows € million<br><br>Due<br><br>within<br><br>1 year € million<br><br>Due<br><br>between<br><br>1 and<br><br>2 years € million<br><br>Due<br><br>between<br><br>2 and<br><br>3 years € million<br><br>Due<br><br>between<br><br>3 and<br><br>4 years € million<br><br>Due<br><br>between<br><br>4 and<br><br>5 years € million<br><br>Due<br><br>after<br><br>5 years € million<br><br>Total € million<br><br>Net carrying<br><br>amount as<br><br>shown in<br><br>balance<br><br>sheet
2024
Non-derivative financial liabilities:
Bank loans and overdrafts (535) (1) (1) (1) (1) (7) (546) (521)
Bonds and other loans (6,041) (2,710) (3,552) (4,348) (2,817) (14,513) (33,981) (28,648)
Lease liabilities (389) (322) (257) (207) (147) (479) (1,801) (1,486)
Other financial liabilities (633) (41) (131) (2) (807) (804)
Trade payables, accruals and other liabilities (16,064) (110) (25) (35) (6) (26) (16,266) (16,265)
Deferred consideration (16) (1) (17) (17)
(23,678) (3,185) (3,966) (4,591) (2,973) (15,025) (53,418) (47,741)
Derivative financial liabilities:
Interest rate derivatives: (442)
Derivative contracts – receipts 71 71 192 192 184 408 1,118
Derivative contracts – payments (178) (142) (257) (260) (244) (525) (1,606)
Foreign exchange derivatives: (188)
Derivative contracts – receipts 5,641 5,641
Derivative contracts – payments (5,867) (5,867)
Commodity derivatives: (20)
Derivative contracts – receipts
Derivative contracts – payments (20) (20)
(353) (71) (65) (68) (60) (117) (734) (650)
Total (24,031) (3,256) (4,031) (4,659) (3,033) (15,142) (54,152) (48,391)
2023
Non-derivative financial liabilities:
Bank loans and overdrafts (524) (1) (1) (1) (1) (3) (531) (506)
Bonds and other loans (4,650) (3,599) (2,480) (2,643) (4,092) (14,028) (31,492) (26,692)
Lease liabilities (407) (316) (260) (193) (153) (362) (1,691) (1,395)
Other financial liabilities (138) (352) (50) (2) (542) (535)
Trade payables, accruals and other liabilities (16,113) (63) (23) (16) (4) (26) (16,245) (16,245)
Deferred consideration (168) (5) (173) (172)
(22,000) (4,336) (2,814) (2,853) (4,250) (14,421) (50,674) (45,545)
Derivative financial liabilities:
Interest rate derivatives: (452)
Derivative contracts – receipts 542 84 84 971 54 192 1,927
Derivative contracts – payments (648) (150) (125) (1,020) (95) (326) (2,364)
Foreign exchange derivatives: (85)
Derivative contracts – receipts 7,704 7,704
Derivative contracts – payments (7,806) (7,806)
Commodity derivatives: (22)
Derivative contracts – receipts
Derivative contracts – payments (22) (22)
(230) (66) (41) (49) (41) (134) (561) (559)
Total (22,230) (4,402) (2,855) (2,902) (4,291) (14,555) (51,235) (46,104)

The Group has sublet a small proportion of leased properties. Related future minimum sublease payments are €69 million (2023: €23 million).

176 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP
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16A. MANAGEMENT OF LIQUIDITY RISK continued

The following table shows cash flows for which cash flow hedge accounting is applied. The derivatives in the cash flow hedge relationships are expected to have an

impact on profit and loss in the same periods as the cash flows occur.

€ million<br><br>Due<br><br>within<br><br>1 year € million<br><br>Due<br><br>between<br><br>1 and<br><br>2 years € million<br><br>Due<br><br>between<br><br>2 and<br><br>3 years € million<br><br>Due<br><br>between<br><br>3 and<br><br>4 years € million<br><br>Due<br><br>between<br><br>4 and<br><br>5 years € million<br><br>Due<br><br>after<br><br>5 years € million<br><br>Total € million<br><br>Net carrying<br><br>amount of<br><br>related<br><br>derivatives(a)
2024
Foreign exchange cash inflows 2,717 2,717
Foreign exchange cash outflows (2,696) (2,696) 31
Interest rate swaps cash inflows 70 70 1,017 42 592 795 2,586 55
Interest rate swaps cash outflows (71) (71) (982) (58) (624) (852) (2,658)
Commodity contracts cash inflows 126 126 126
Commodity contracts cash outflows (20) (20) (20)
2023
Foreign exchange cash inflows 2,807 2,807
Foreign exchange cash outflows (2,842) (2,842) (6)
Interest rate swaps cash inflows 526 68 68 959 42 1,387 3,050 48
Interest rate swaps cash outflows (528) (68) (68) (978) (55) (1,387) (3,084)
Commodity contracts cash inflows 8 8 8
Commodity contracts cash outflows (22) (22) (22)

(a)See note 16C.

16B. MANAGEMENT OF MARKET RISK

Unilever’s size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:

■commodity price risk;

■currency risk; and

■interest rate risk.

The above risks may affect the Group’s income and expenses, or the value of its financial instruments. The objective of the Group’s management of market risk is to

maintain this risk within acceptable parameters, while optimising returns. Generally, the Group applies hedge accounting to manage the volatility in income statement

arising from market risk.

Where the Group uses hedge accounting to mitigate the above risks, it is normally implemented centrally by either the Treasury or Commodity Risk Management

teams, in line with their respective frameworks and strategies. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic

prospective effectiveness assessments to ensure that an economic relationship continues to exist between the hedged item and hedging instrument. The Group

generally enters into hedge relationships where the critical terms of the hedging instrument match exactly with the hedged item, meaning that the economic

relationship between the hedged item and hedging instrument is evident, so only a qualitative assessment is performed. When a qualitative assessment is not

considered sufficient, for example when the critical terms of the hedging instrument do not match exactly with the hedged item, a quantitative assessment of hedge

effectiveness will also be performed. The hedge ratio is set on inception for all hedge relationships and is dependent on the alignment of the critical terms of the

hedging instrument to the hedged item (in most instances these are matched, so the hedge ratio is 1:1).

Unilever Annual Report on Form 20-F 2024 177
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16B. MANAGEMENT OF MARKET RISK continued

The Group’s exposure to, and management of, these risks is explained below. It often includes derivative financial instruments, the uses of which are described in

note 16C.

Potential impact of risk Management policy and<br><br>hedging strategy Sensitivity to the risk
(i) Commodity price risk<br><br>The Group is exposed to the risk of changes in<br><br>commodity prices in relation to its purchase<br><br>of certain raw materials.<br><br>At 31 December 2024, the Group had hedged its<br><br>exposure to future commodity purchases with<br><br>commodity derivatives valued at €660 million (2023:<br><br>€342 million).<br><br>Hedges of future commodity purchases resulted in<br><br>cumulative gains of €27 million (2023: loss of<br><br>€79 million) being reclassified to the income<br><br>statement and gains of €11 million (2023: loss of €34<br><br>million) being recognised as a basis adjustment to<br><br>inventory purchased. The Group uses commodity forwards, futures, swaps<br><br>and option contracts to hedge against this risk. All<br><br>commodity forward contracts hedge future purchases<br><br>of raw materials and the contracts are settled either<br><br>in cash or by physical delivery.<br><br>The Group also hedges risk components of<br><br>commodities where it is not possible to hedge the<br><br>commodity in full. This is done with reference to the<br><br>contract to purchase the hedged commodity.<br><br>Commodity derivatives are generally designated as<br><br>hedging instruments in cash flow hedge accounting<br><br>relations. All commodity derivative contracts are<br><br>done in line with approvals from the Global<br><br>Commodity Executive which is chaired by the<br><br>Unilever Chief Business Operations Officer (CBOO)<br><br>or the Global Commodity Operating Team which is<br><br>chaired by the Chief Procurement Officer. A 10% increase in commodity prices as at 31<br><br>December 2024 would have led to a €81 million<br><br>gain on the commodity derivatives in the cash flow<br><br>hedge reserve (2023: €40 million gain in the cash<br><br>flow hedge reserve).<br><br>A decrease of 10% in commodity prices on a full-<br><br>year basis would have the equal but opposite<br><br>effect.
(ii) Currency risk<br><br>Currency risk on sales, purchases and<br><br>borrowings<br><br>Because of Unilever’s global reach, it is subject to<br><br>the risk that changes in foreign currency values<br><br>impact the Group’s sales, purchases and<br><br>borrowings.<br><br>At 31 December 2024, the exposure to the Group<br><br>from companies holding financial assets and<br><br>liabilities other than in their functional currency<br><br>amounted to €351 million (2023: €254 million). The Group manages currency exposures within<br><br>prescribed limits, mainly through the use of forward<br><br>foreign currency exchange contracts.<br><br>Operating companies manage foreign exchange<br><br>exposures within prescribed limits.<br><br>The aim of the Group’s approach to management of<br><br>currency risk is to leave the Group with no material<br><br>residual risk. As an estimation of the approximate impact of the<br><br>residual risk, with respect to financial instruments,<br><br>the Group has calculated the impact of a 10%<br><br>change in exchange rates.<br><br>Impact on income statement<br><br>A 10% strengthening of the foreign currencies<br><br>against the respective functional currencies of<br><br>group companies would have led to approximately<br><br>an additional €35 million loss in the income<br><br>statement (2023: €25 million loss).<br><br>A 10% weakening of the foreign currencies against<br><br>the respective functional currencies of group<br><br>companies would have led to an equal but<br><br>opposite effect.<br><br>Impact on equity – trade-related cash flow<br><br>hedges<br><br>A 10% strengthening of foreign currencies against<br><br>the respective functional currencies of group<br><br>companies hedging future trade cash flows and<br><br>applying cash flow hedge accounting, would have<br><br>led to €158 million loss (2023: €142 million loss) in<br><br>equity.<br><br>A 10% weakening of the same would have led to<br><br>an equal but opposite effect. As at year end, the Group had the below notional<br><br>amount of currency derivatives outstanding to<br><br>which cash flow hedge accounting is applied:
--- --- ---
Currency € million<br><br>2024 € million<br><br>2023
EUR* (1,014) (951)
GBP (404) (372)
USD 306 363
SEK (87) (97)
CAD (194) (136)
SGD 68 78
Others (260) (301)
Total (1,585) (1,416)
*    Euro exposure relates to group companies having non-<br><br>euro functional currencies.
178 Unilever Annual Report on Form 20-F 2024
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
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16B. MANAGEMENT OF MARKET RISK continued

| Potential impact of risk | Management policy and<br><br>hedging strategy | Sensitivity to the risk | | --- | --- | --- || Currency risk on the Group’s net investments<br><br>The Group is also subject to currency risk in relation<br><br>to the translation of the net investments of its foreign<br><br>operations into euros for inclusion in its consolidated<br><br>financial statements.<br><br>These net investments include Group financial loans,<br><br>which are monetary items that form part of our net<br><br>investment in foreign operations, of €7.9 billion<br><br>(2023: €13.0 billion), of which €3.5 billion (2023: €2.9<br><br>billion) is denominated in USD and €3.1 billion (2023:<br><br>€9.0 billion) is denominated in GBP. In accordance<br><br>with IAS 21, the exchange differences on these<br><br>financial loans are booked through reserves. | | --- || Part of the currency exposure on the Group’s<br><br>investments is also managed using net investment<br><br>hedges for below currencies with a nominal value of as<br><br>stated below. | | | | --- | --- | --- | | Currency | € million<br><br>2024 | € million<br><br>2023 | | USD | 3,023 | 2,636 | | CNY | (1,081) | – | | ILS | (323) | – || Unilever aims to minimise this currency risk on the<br><br>Group’s net investment exposure by borrowing in local<br><br>currency in the operating companies themselves. In<br><br>some locations, however, the Group’s ability to do this<br><br>is inhibited by local regulations, lack of local liquidity or<br><br>by local market conditions.<br><br>Treasury may decide on a case-by-case basis to<br><br>actively hedge the currency exposure from net<br><br>investment in foreign operations. This is done either<br><br>through additional borrowings in the related currency, or<br><br>through the use of foreign exchange derivative<br><br>contracts.<br><br>Where local currency borrowings, or derivative<br><br>contracts, are used to hedge the currency risk in<br><br>relation to the Group’s net investment in foreign<br><br>subsidiaries, these relationships are designated as net<br><br>investment hedges for accounting purposes.<br><br>Exchange risk related to the principal amount of the<br><br>USD denominated debt either forms part of hedging<br><br>relationship itself, or is hedged through forward<br><br>contracts. | | --- || Impact on equity – net investment hedges<br><br>A 10% strengthening of the euro against other<br><br>currencies would have led to €162 million (2023: €260<br><br>million) loss in the equity on the net investment<br><br>hedges used to manage the currency exposure on<br><br>the Group’s investments.<br><br>A 10% weakening of the euro against other currencies<br><br>would have led to an equal but opposite effect.<br><br>Impact on equity – net investments in group<br><br>companies<br><br>A 10% strengthening of the euro against all other<br><br>currencies would have led to €2,600 million negative<br><br>retranslation effect (2023: €2,620 million negative<br><br>retranslation effect).<br><br>A 10% weakening of the euro against all other<br><br>currencies would have led to an equal but opposite<br><br>effect.<br><br>In line with accepted hedge accounting treatment and<br><br>our accounting policy for financial loans, the<br><br>retranslation differences would be recognised in<br><br>equity. | | --- || At 31 December 2024, the net exposure of the net<br><br>investments in foreign currencies amounts to<br><br>€26.0 billion (2023: €26.2 billion). | | --- || (iii) Interest rate risk(a)<br><br>The Group is exposed to market interest rate<br><br>fluctuations on its floating-rate debt. Increases<br><br>in benchmark interest rates could increase the<br><br>interest cost of our floating-rate debt and increase<br><br>the cost of future borrowings. The Group’s ability to<br><br>manage interest costs also has an impact on<br><br>reported results.<br><br>The Group does not have any material floating<br><br>interest-bearing financial assets or any significant<br><br>long-term fixed interest-bearing financial assets.<br><br>Consequently, the Group’s interest rate risk arises<br><br>mainly from financial liabilities other than lease<br><br>liabilities.<br><br>Taking into account the impact of interest rate swaps,<br><br>at 31 December 2024, interest rates were fixed on<br><br>approximately 76% of the expected financial<br><br>liabilities (excluding lease liabilities) for 2025, and<br><br>68% for 2026 (70% for 2024 and 59% for 2025 at 31<br><br>December 2023). | | --- || As at year end, the Group had the below notional<br><br>amount of interest rate derivatives outstanding on<br><br>which hedge accounting is applied: | | | | --- | --- | --- | | Cash flow hedge | € million<br><br>2024 | € million<br><br>2023 | | Currency | 2,211 | 2,605 | | EUR | 1,250 | 1,250 | | USD | 961 | 1,355 | | Fair value hedge | | | | Currency | 3,660 | 3,566 | | EUR | 2,000 | 2,000 | | USD | 1,298 | 1,220 | | GBP | 362 | 346 | | Net investment hedge | | | | Currency | 647 | – | | CNY | 647 | – || Unilever’s interest rate management approach aims for<br><br>an optimal balance between fixed- and floating-rate<br><br>interest rate exposures on expected financial liabilities.<br><br>The objective of this approach is to minimise annual<br><br>interest costs.<br><br>This is achieved either by issuing fixed- or floating-rate<br><br>long-term debt, or by modifying interest rate exposure<br><br>through the use of interest rate swaps.<br><br>The majority of the Group’s existing interest rate<br><br>derivatives are designated as fair value hedges and are<br><br>expected to be effective. The fair value movement of<br><br>these derivatives is recognised in the income<br><br>statement, along with any changes in the relevant fair<br><br>value of the underlying hedged asset or liability. | | --- || Impact on income statement<br><br>Assuming that all other variables remain constant,<br><br>a 1.0 percentage point increase in floating interest<br><br>rates on a full-year basis as at 31 December 2024<br><br>would have led to an additional €94 million of<br><br>additional finance cost (2023: €77 million additional<br><br>finance costs).<br><br>A 1.0 percentage point decrease in floating interest<br><br>rates on a full-year basis would have led to an<br><br>equal but opposite effect.<br><br>Assuming that all other variables remain constant,<br><br>a 1.0 percentage point increase in interest rates on<br><br>a full-year basis as at 31 December 2024 would<br><br>have led to an additional €12 million of additional<br><br>finance costs related to net investment hedge<br><br>interest rate swaps.<br><br>A 1.0 percentage point decrease in interest rates<br><br>on a full-year basis would have led to an equal but<br><br>opposite effect.<br><br>Impact on equity – cash flow hedges<br><br>Assuming that all other variables remain constant,<br><br>a 1.0 percentage point increase in interest rates on<br><br>a full-year basis as at<br><br>31 December 2024 would have led to an<br><br>additional €5 million credit in equity from<br><br>derivatives in cash flow hedge relationships (2023:<br><br>€7 million debit).<br><br>A 1.0 percentage point decrease in interest rates<br><br>on a full-year basis would have led to an additional<br><br>€5 million debit in equity from derivatives in cash<br><br>flow hedge relationships (2023: €8 million credit). | | --- || For interest management purposes, transactions with a<br><br>maturity shorter than six months from inception date<br><br>are not included as fixed interest transactions.<br><br>The average interest rate on short-term borrowings in<br><br>2024 was 6.3% (2023: 5.9%). | | --- |

(a)See the weighted average amount of financial liabilities with fixed-rate interest shown in the following table.

Unilever Annual Report on Form 20-F 2024 179
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16B. MANAGEMENT OF MARKET RISK continued

The following table shows the split in fixed- and floating-rate interest exposures, taking into account the impact of interest rate swaps:

€ million<br><br>2024 € million<br><br>2023
Current financial liabilities (6,987) (5,087)
Non-current financial liabilities (25,066) (24,535)
Total financial liabilities (32,053) (29,622)
Less: lease liabilities (1,486) (1,395)
Financial liabilities (excluding lease liabilities) 30,567 28,227
Of which:
Fixed rate (weighted average amount of fixing for the following year) (21,151) (20,527)

16C. DERIVATIVES AND HEDGING

The Group does not use derivative financial instruments for speculative purposes. The uses of derivatives and the related values of derivatives are summarised in the

following table. Derivatives used to hedge:

€ million<br><br>Trade<br><br>and other<br><br>receivables millionCurrent financial assets € million<br><br>Non-Current<br><br>financial<br><br>assets € million<br><br>Trade<br><br>payables<br><br>and other<br><br>liabilities millionCurrent financialliabilities € million<br><br>Non-Current<br><br>financial<br><br>liabilities € million<br><br>Total
31 December 2024
Foreign exchange derivatives
Fair value hedges
Cash flow hedges 59 (28) 31
Hedges on the net investment in foreign<br><br>operations 69 (28) 41
Hedge accounting not applied 18 79 (8) (124) (35)
Interest rate derivatives
Fair value hedges (423) (423)
Cash flow hedges 58 (3) 55
Hedges on the net investment in foreign<br><br>operations (16) (16)
Hedge accounting not applied 1 10 11
Commodity contracts
Cash flow hedges 126 (20) 106
Hedge accounting not applied
203 149 68 (56) (152) (442) (230)
Total assets 420 Total liabilities (650) (230)
31 December 2023
Foreign exchange derivatives
Fair value hedges
Cash flow hedges 22 (28) (6)
Hedges on the net investment in foreign<br><br>operations (42) (42)
Hedge accounting not applied 7 37 (15) 29
Interest rate derivatives
Fair value hedges (425) (425)
Cash flow hedges 75 (6) (21) 48
Hedge accounting not applied
Commodity contracts
Cash flow hedges 8 (22) (14)
Hedge accounting not applied
37 37 75 (65) (48) (446) (410)
Total assets 149 Total liabilities (559) (410)

All values are in Euros.

(a)Swaps that hedge the currency risk on intra-group loans and offset ‘Hedges of net investments in foreign operations’ are included within ‘Hedge accounting not applied’. See below for

further details.

180 Unilever Annual Report on Form 20-F 2024
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16C. DERIVATIVES AND HEDGING continued

Master netting or similar agreements

A number of legal entities within the Group enter into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting

agreements. In general, under such agreements the amounts owed by each counter-party on a single day in respect of all transactions outstanding in the same

currency are aggregated into a single net amount that is payable by one party to the other. In certain circumstances, such as when a credit event such as a default

occurs, all outstanding transactions under the agreement are terminated, the termination value is assessed and only a single net amount is payable in settlement of

all transactions.

The ISDA agreements do not meet the criteria for offsetting the positive and negative values in the consolidated balance sheet. This is because the Group does not

have a legally enforceable right to offset recognised amounts against counterparties, as the right to offset is enforceable only upon the occurrence of credit events

such as a default.

The column ‘Related amounts not set off in the balance sheet – Financial instruments’ shows the netting impact of our ISDA agreements, assuming the agreements

are respected in the relevant jurisdiction.

(i) Financial assets

The following financial assets are subject to offsetting, enforceable master netting arrangements and similar agreements.

Related amounts not set<br><br>off in the balance sheet
As at 31 December 2024 € million<br><br>Gross amounts of<br><br>recognised<br><br>financial assets € million<br><br>Gross amounts<br><br>of recognised<br><br>financial assets<br><br>set off in the<br><br>balance sheet € million<br><br>Net amounts of<br><br>financial assets<br><br>presented in the<br><br>balance sheet € million<br><br>Financial<br><br>instruments € million<br><br>Cash<br><br>collateral<br><br>received € million<br><br>Net amount
Derivative financial assets 478 (58) 420 (174) (89) 157
As at 31 December 2023
Derivative financial assets 191 (42) 149 (122) (6) 21

(ii) Financial liabilities

The following financial liabilities are subject to offsetting, enforceable master netting arrangements and similar agreements.

Related amounts not set<br><br>off in the balance sheet
As at 31 December 2024 € million<br><br>Gross amounts<br><br>of recognised<br><br>financial liabilities € million<br><br>Gross amounts<br><br>of recognised<br><br>financial liabilities<br><br>set off in the<br><br>balance sheet € million<br><br>Net amounts<br><br>of financial<br><br>liabilities<br><br>presented in the<br><br>balance sheet € million<br><br>Financial<br><br>instruments € million<br><br>Cash<br><br>collateral<br><br>received € million<br><br>Net amount
Derivative financial liabilities (708) 58 (650) 174 (476)
As at 31 December 2023
Derivative financial liabilities (601) 42 (559) 122 (437)
Unilever Annual Report on Form 20-F 2024 181
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17. Investment and return

Cash and cash equivalents<br><br>Cash and cash equivalents in the balance sheet include deposits, investments in money market funds and highly liquid investments. To be<br><br>classified as cash and cash equivalents, an asset must:<br><br>■be readily convertible into cash;<br><br>■have an insignificant risk of changes in value; and<br><br>■have a maturity period of typically three months or less at acquisition.<br><br>Cash and cash equivalents in the cash flow statement also include bank overdrafts and are recorded at amortised cost.
Other financial assets<br><br>The Group classifies its financial assets into the following measurement categories:<br><br>■those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and<br><br>■those to be measured at amortised cost.<br><br>This classification depends on our business model for managing the financial asset and the contractual terms of the cash flows.<br><br>At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction<br><br>costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are<br><br>expensed in the income statement.<br><br>All financial assets are either debt instruments or equity instruments. Debt instruments are those that provide the Group with a contractual right to receive cash or<br><br>another asset. Equity instruments are those where the Group has no contractual right to receive cash or another asset.
Debt instruments<br><br>The subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow<br><br>characteristics of the asset. There are three measurement categories that debt instruments are classified as:<br><br>■financial assets at amortised cost;<br><br>■financial assets at fair value through other comprehensive income; or<br><br>■financial assets at fair value through profit or loss.<br><br>(i) Amortised cost<br><br>Assets measured at amortised cost are those which are held to collect contractual cash flows on the repayment of principal or interest (SPPI). A gain or loss on a<br><br>debt investment recognised at amortised cost on derecognition or impairment is recognised in the income statement. Interest income is recognised within finance<br><br>income using the effective interest rate method.<br><br>(ii) Fair value through other comprehensive income<br><br>Assets that are held at fair value through other comprehensive income are those that are held to collect contractual cash flows on the repayment of principal and<br><br>interest and which are held to recognise a capital gain through the sale of the asset. Movements in the carrying amount are recognised in other comprehensive<br><br>income except for the recognition of impairment, interest income and foreign exchange gains or losses which are recognised in the income statement. On<br><br>derecognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity to the income statement. Interest income is<br><br>included in finance income using the effective interest rate method.<br><br>(iii) Fair value through profit or loss<br><br>Assets that do not meet the criteria for either amortised cost or fair value through other comprehensive income are measured as fair value through profit or loss.<br><br>Related transaction costs are expensed as incurred. Unless they form part of a hedging relationship, these assets are held at fair value, with changes being<br><br>recognised in the income statement. Interest income from these assets is included within finance income.
Equity instruments<br><br>The Group subsequently measures all equity instruments at fair value. Where the Group has elected to present fair value gains and losses on equity investments in<br><br>other comprehensive income, there is no subsequent reclassification of fair value gains or losses to profit or loss. Dividends from these investments continue to be<br><br>recognised in the income statement.
Impairment of financial assets<br><br>Financial instruments classified as amortised cost and debt instruments classified as fair value through other comprehensive income are assessed for impairment.<br><br>The Group assesses the probability of default of an asset at initial recognition and then whether there has been a significant increase in credit risk on an ongoing<br><br>basis.<br><br>To assess whether there is a significant increase in credit risk, the Group compares the risk of a default occurring on the asset as at the reporting date with the risk<br><br>of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Macroeconomic information (such as<br><br>market interest rates or growth rates) is also considered.<br><br>Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the company.<br><br>Impairment losses on assets classified as amortised cost are recognised in the income statement. When a later event causes the impairment losses to decrease,<br><br>the reduction in impairment loss is also recognised in the income statement. Permanent impairment losses on debt instruments classified as fair value through<br><br>other comprehensive income are recognised in the income statement.
182 Unilever Annual Report on Form 20-F 2024
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
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17A. FINANCIAL ASSETS

The Group’s Treasury function aims to protect the Group’s financial investments, while maximising returns. The fair value of financial assets is considered to be the

same as the carrying amount for 2024 and 2023. The Group’s cash resources and other financial assets are shown below.

Financial assets(a) € million<br><br>Current<br><br>2024 € million<br><br>Non-current<br><br>2024 € million<br><br>Total<br><br>2024 € million<br><br>Current<br><br>2023 € million<br><br>Non-current<br><br>2023 € million<br><br>Total<br><br>2023
Cash and cash equivalents
Cash at bank and in hand 3,241 3,241 2,862 2,862
Short-term deposits(b) 2,436 2,436 1,181 1,181
Other cash equivalents(c) 459 459 116 116
6,136 6,136 4,159 4,159
Other financial assets
Financial assets at amortised cost(d) 736 526 1,262 961 454 1,415
Financial assets at fair value through other comprehensive income(e) 600 600 151 458 609
Financial assets at fair value through profit or loss:
Derivatives 149 68 217 37 75 112
Other(f) 445 377 822 582 399 981
1,330 1,571 2,901 1,731 1,386 3,117
Total 7,466 1,571 9,037 5,890 1,386 7,276

(a)For the purposes of this note and note 15C, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which are covered in notes

13 and 14 respectively.

(b)Short-term deposits typically have maturity of up to three months.

(c)Other cash equivalents include investments in overnight funds and marketable securities.

(d)Current financial assets at amortised cost include short-term deposits with banks with maturities longer than three months excluding deposits which are part of a recognised cash

management process, fixed income securities and loans to joint venture entities. Non-current financial assets at amortised cost include judicial deposits of €196 million (2023: €227

million).

(e)Included within non-current financial assets at fair value through other comprehensive income are equity investments. These investments are not held by Unilever for trading purposes and

hence the Group has opted to recognise fair value movements through other comprehensive income. The fair value movement in 2024 of these equity investments was €64 million (2023:

€(39) million).

(f)Current other financial assets at fair value through profit or loss include money market funds, marketable securities and other capital market instruments. Included within non-current

financial assets at fair value through profit or loss are assets in a trust to fund benefit obligations in the US (see also note 4B) of €30 million (2023: €33 million), option to acquire non-

controlling interest in subsidiaries of €27 million (2023: €31 million) and investments in financial institutions.

There were no significant changes on account of change in business model in classification of financial assets since 31 December 2023.

There are no financial assets that are designated at fair value through profit or loss, which would otherwise have been measured at fair value through other

comprehensive income or amortised cost

Cash and cash equivalents reconciliation to the cash flow statement € million<br><br>2024 € million<br><br>2023
Cash and cash equivalents per balance sheet 6,136 4,159
Less: Bank overdrafts (180) (116)
Add: Cash and cash equivalents included in assets held for sale 2
Less: Bank overdraft included in liabilities held for sale (6)
Cash and cash equivalents per cash flow statement 5,950 4,045

Approximately €3.0 billion (or 49%) of the Group’s cash and cash equivalents are held in the parent and central finance companies, for maximum flexibility. These

companies provide loans to our subsidiaries that are also funded through retained earnings and third-party borrowings. The Group maintain access to global debt

markets through an infrastructure of short- and long-term debt programmes. The Group make use of plain vanilla derivatives, such as interest rate swaps and foreign

exchange contracts, to help mitigate risks. More detail is provided in notes 16, 16A, 16B and 16C on pages 174 to 180.

The remaining €3.1 billion (or 51%) of the Group’s cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves on a regular

basis. For most countries, this is done through dividends which are in some cases subject to withholding or distribution tax. This balance includes €176 million (2023:

€98 million) of cash that is held in a few countries where we face cross-border foreign exchange controls and/or other legal restrictions that inhibit our ability to make

these balances available for general use by the wider business. The cash will generally be invested or held in the relevant country and, given the other capital

resources available to the Group, does not significantly affect the ability of the Group to meet its cash obligations.

Unilever Annual Report on Form 20-F 2024 183
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17B. CREDIT RISK

Credit risk is the risk of financial loss to the Group if a customer or counter-party fails to meet its contractual obligations. Additional information in relation to credit risk

on trade receivables is given in note 13. These risks are generally managed by local controllers. Credit risk related to the use of treasury instruments, including those

held at amortised cost and at fair value through other comprehensive income, is managed on a Group basis. This risk arises from transactions with financial

institutions involving cash and cash equivalents, deposits and derivative financial instruments. The maximum exposure to credit risk at the reporting date is the

carrying value of each class of financial assets. To reduce this risk, Unilever has concentrated its main activities with a limited number of counter-parties which have

secure credit ratings. Individual risk limits are set for each counter-party based on financial position, credit rating and past experience. Credit limits and concentration

of exposures are actively monitored by the Group’s Treasury department. Netting agreements are also put in place with Unilever’s principal counter-parties. In the

case of a default, these arrangements would allow Unilever to net assets and liabilities across transactions with that counter-party. To further reduce the Group’s

credit exposures on derivative financial instruments, Unilever has collateral agreements with Unilever’s principal counter-parties in relation to derivative financial

instruments. Under these arrangements, counter-parties are required to deposit securities and/or cash as a collateral for their obligations in respect of derivative

financial instruments. At 31 December 2024, the collateral held by Unilever under such arrangements amounted to €89 million (2023: €6 million) which was entirely in

cash.

Further details in relation to the Group’s exposure to credit risk are shown in note 13 and note 16A.

18. Financial instruments fair value risk

The Group is exposed to the risk of changes in fair value of its financial assets and liabilities. The following table summarises the fair values and carrying amounts of

financial instruments.

Fair values of financial assets and financial liabilities € million<br><br>Fair value<br><br>2024 € million<br><br>Fair value<br><br>2023 € million<br><br>Carrying amount<br><br>2024 € million<br><br>Carrying amount<br><br>2023
Financial assets
Cash and cash equivalents 6,136 4,159 6,136 4,159
Financial assets at amortised cost 1,262 1,415 1,262 1,415
Financial assets at fair value through other comprehensive income 600 609 600 609
Financial assets at fair value through profit or loss
Derivatives 217 112 217 112
Other 822 981 822 981
9,037 7,276 9,037 7,276
Financial liabilities
Bank loans and overdrafts (521) (506) (521) (506)
Bonds and other loans (28,037) (26,112) (28,648) (26,692)
Lease liabilities (1,486) (1,395) (1,486) (1,395)
Derivatives (594) (494) (594) (494)
Other financial liabilities (804) (535) (804) (535)
(31,442) (29,042) (32,053) (29,622)

The fair value of financial assets and financial liabilities (excluding listed bonds) is considered to be the same as the carrying amount for 2024

and 2023. The fair value of trade receivables and payables is considered to be equal to the carrying amount of these items due to their

short-term nature.

Fair value hierarchy

The fair values shown in notes 15C and 17A have been classified into three categories depending on the inputs used in the valuation technique.

The categories used are as follows:

■Level 1: quoted prices for identical instruments;

■Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and

■Level 3: inputs which are not based on observable market data.

184 Unilever Annual Report on Form 20-F 2024
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18. FINANCIAL INSTRUMENTS FAIR VALUE RISK continued

For assets and liabilities which are carried at fair value, the classification of fair value calculations by category is summarised below:

Notes € million<br><br>Level 1<br><br>2024 € million<br><br>Level 1<br><br>2023 € million<br><br>Level 2<br><br>2024 € million<br><br>Level 2<br><br>2023 € million<br><br>Level 3<br><br>2024 € million<br><br>Level 3<br><br>2023 € million<br><br>Total fair<br><br>value<br><br>2024 € million<br><br>Total fair<br><br>value<br><br>2023
Assets at fair value
Financial assets at fair value<br><br>through other comprehensive<br><br>income 17A 10 163 4 4 586 442 600 609
Financial assets at fair value<br><br>through profit or loss:
Derivatives(a) 16C 420 149 420 149
Other 17A 445 582 377 399 822 981
Liabilities at fair value
Derivatives(b) 16C (650) (559) (650) (559)
Contingent consideration 14 (1) (157) (1) (157)

(a)Includes €203 million (2023: €37 million) derivatives, reported within trade receivables, that hedge trading activities.

(b)Includes €(56) million (2023: €(65) million) derivatives, reported within trade payables, that hedge trading activities.

There were no significant changes in classification of fair value of financial assets and financial liabilities since 31 December 2023. There were also no significant

movements between the fair value levels since 31 December 2023.

The impact in 2024 income statement due to Level 3 instruments is a loss of €(58) million (2023: loss of €(68) million).

Reconciliation of Level 3 fair value measurements of financial assets and financial liabilities is given below:

Reconciliation of movements in Level 3 valuations € million<br><br>2024 € million<br><br>2023
1 January 684 696
Gains/(losses) recognised in income statement (58) (68)
Gains/(losses) recognised in other comprehensive income 67 (8)
Purchases and new issues 135 71
Sales and settlements 134 (7)
31 December 962 684

SIGNIFICANT UNOBSERVABLE INPUTS USED IN LEVEL 3 FAIR VALUES

Assets valued using Level 3 techniques include €658 million (2023: €584 million) relating to a number of unlisted investments within Unilever Ventures companies,

none of which are individually material; €172 million (2023: €161 million) of long-term cash receivables under life insurance policies and €27 million (2023: €31

million) for option to acquire non-controlling interest. Valuation techniques used are specific to each asset and liability, a change in one or more of the inputs to

reasonably possible alternative assumptions would not change the value significantly for all assets and liabilities.

Calculation of fair values

The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used in the

year ended 31 December 2023.

Assets and liabilities carried at fair value

■The fair values of quoted investments falling into Level 1 are based on current bid prices.

■The fair values of unquoted financial assets at fair value through other comprehensive income and at fair value through profit or loss are based on recent trades in

liquid markets, observable market rates, discounted cash flow analysis and statistical modelling techniques such as the Monte Carlo simulation. If all significant

inputs required to fair value an instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs is not based on observable

market data, the instrument is included in Level 3.

■Derivatives are valued using valuation techniques with market observable inputs. The models incorporate various inputs including the credit quality of counter-

parties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying commodities.

■For listed securities where the market is not liquid, and for unlisted securities, valuation techniques are used. These include the use of recent arm’s length

transactions, reference to other instruments that are substantially the same and discounted cash flow calculations.

Other financial assets and liabilities (fair values for disclosure purposes only)

■Cash and cash equivalents, trade and other current receivables, bank loans and overdrafts, trade payables and other current liabilities have fair values that

approximate to their carrying amounts due to their short-term nature.

■The fair values of listed bonds are based on their market value.

■Non-listed bonds, other loans, bank loans and non-current receivables and payables are based on the net present value of the anticipated future cash flows associated with

these instruments using rates currently available for debt on similar terms, credit risk and remaining maturities.

Policies and processes used in relation to the calculation of Level 3 fair values

Assets valued using Level 3 valuation techniques are primarily made up of long-term cash receivables and unlisted investments. Valuation techniques used are

specific to the circumstances involved. Unlisted investments include €658 million (2023: €584 million) of investments within Unilever Ventures companies.

Unilever Annual Report on Form 20-F 2024 185
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19. Provisions

| Provisions are recognised where a legal or constructive obligation exists at the balance sheet date, as a result of a past event, where the amount of the obligation<br><br>can be reliably estimated and where the outflow of economic benefit is probable. | | --- || Provisions | € million<br><br>2024 | € million<br><br>2023 | | --- | --- | --- | | Due within one year | 831 | 537 | | Due after one year | 571 | 563 | | Total provisions | 1,402 | 1,100 || Movements during 2024 | € million<br><br>Restructuring | € million<br><br>Legal | € million<br><br>Brazil<br><br>indirect taxes | € million<br><br>Other | € million<br><br>Total | | --- | --- | --- | --- | --- | --- | | 1 January 2024 | 175 | 241 | 68 | 616 | 1,100 | | Additions through business combinations | – | – | – | – | – | | Income statement: | | | | | | | Charges | 460 | 129 | 15 | 121 | 725 | | Releases | (45) | (30) | (5) | (56) | (136) | | Utilisation | (129) | (54) | (2) | (80) | (265) | | Currency translation | 5 | (4) | (12) | (11) | (22) | | 31 December 2024 | 466 | 282 | 64 | 590 | 1,402 |

Restructuring provisions primarily include people costs such as redundancy costs and the cost of compensation where manufacturing, distribution, service or selling

agreements are to be terminated. The Group expects these provisions to be substantially utilised within the next few years.

The Group is involved from time to time in legal and arbitration proceedings arising in the ordinary course of business. As previously disclosed, along with other

consumer product companies and retail customers, Unilever is involved in a number of ongoing investigations by national competition authorities. These proceedings

and investigations are at various stages and concern a variety of product markets. Where specific issues arise, provisions are made to the extent appropriate. Due to

the nature of the legal cases, the timing of utilisation of these provisions is uncertain.

Provisions for Brazil indirect taxes are separate from the matters listed as contingent liabilities in note 20. Unilever does not have provisions and contingent liabilities

for the same matters. Due to the nature of disputed indirect taxes, the timing of utilisation of these provisions is uncertain.

Other includes provisions for indirect taxes in countries other than Brazil, interest on tax provisions and provisions for various other matters. The timing of utilisation of

these provisions is uncertain.

20. Commitments and contingent liabilities

COMMITMENTS

Lease commitments are the future cash outflows from the lease contracts which are not recorded in the measurement of lease liabilities. These include potential<br><br>future payments related to leases of low-value assets, leases which are less than twelve months, variable leases, extension and termination options and leases not<br><br>yet commenced but which we have committed to.

Other commitments principally comprise commitments under contract to purchase materials and services. They do not include commitments to purchase property,

plant and equipment, which are reported in note 10 on pages 163 to 165.

Lease commitments and other commitments fall due as follows: € million<br><br>Leases<br><br>2024 € million<br><br>Leases<br><br>2023 € million<br><br>Other<br><br>commitments<br><br>2024 € million<br><br>Other commitments<br><br>2023
Within 1 year 101 64 1,654 1,510
Later than 1 year but not later than 5 years 163 79 2,360 2,595
Later than 5 years 66 148 184 265
330 291 4,198 4,370
186 Unilever Annual Report on Form 20-F 2024
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20. COMMITMENTS AND CONTINGENT LIABILITIES continued

CONTINGENT LIABILITIES

Contingent liabilities are either possible obligations that will probably not require a transfer of economic benefits, or present obligations that may, but probably will<br><br>not, require a transfer of economic benefits. It is not appropriate to make provisions for contingent liabilities, but there is a chance that they will result in an<br><br>obligation in the future. Assessing the amount of liabilities that are not probable is highly judgemental, so contingent liabilities are disclosed on the basis of the<br><br>known maximum exposure.

Contingent liabilities arise in respect of litigations against group companies, investigations by competition, regulatory and fiscal authorities and obligations arising

under environmental legislation. In many markets, there is a high degree of complexity involved in the local tax regimes. The majority of contingent liabilities are in

respect of fiscal matters in Brazil, with no other contingent liability being individually material.

In the case of fiscal matters, the known maximum exposure is the amount included in a tax assessment.

Summary of contingent liabilities € million<br><br>2024 € million<br><br>2023
Corporate reorganisation – IPI, PIS and COFINS taxes and penalties 3,230 3,757
Inputs for PIS and COFINS taxes 35 40
Goodwill amortisation 144 174
Other tax assessments – approximately 500 cases 855 983
Total Brazil Tax 4,264 4,954
Other contingent liabilities 571 575
Total contingent liabilities 4,835 5,529

Brazil tax

During 2004, and in common with many other businesses operating in Brazil, one of our Brazilian subsidiaries received a notice of infringement from the Federal

Revenue Service in respect of indirect taxes regarding corporate reorganisation. The notice alleges that a 2001 reorganisation of our local corporate structure was

undertaken without a valid business purpose. The 2001 reorganisation was comparable with restructuring done by many companies in Brazil. The original dispute

was resolved in the courts in the Group’s favour. However, in 2013 a new assessment was raised in respect of a similar matter. Additionally, during the course of 2014

and between 2017 and 2024, other notices of infringement were issued based on the same grounds argued in the previous assessments. The total amount of the tax

assessments in respect of this matter is €3,230 million (2023: €3,757 million).

The Group believes that the likelihood that the Brazilian tax authorities will ultimately prevail is low, however there can be no guarantee of success in court. In each

case we believe our position is strong, so they have not been provided for and are considered to be contingent liabilities. Due to the fiscal environment in Brazil, there

remains the possibility of material tax assessments related to the same matters for periods not yet assessed. We expect that tax litigation cases related to this matter

may move from the Administrative to the Judicial Courts, although the exact timing is uncertain. In such case, we will be required to make a judicial deposit or provide

a guarantee in respect of the disputed tax, interest and penalties. The judicial process in Brazil is likely to take a number of years to conclude.

The contingent liabilities reported for indirect taxes relating to disputes with the Brazilian authorities are separate from the provisions listed in note 19. Unilever does

not hold provisions and contingent liabilities for the same matters.

21. Acquisitions and disposals

Business combinations are accounted for using the acquisition accounting method as at the acquisition date, which is the date at which control is transferred to<br><br>the Group.<br><br>Goodwill is measured at the acquisition date as the fair value of consideration transferred, plus non-controlling interests and the fair value of any previously held<br><br>equity interests less the net recognised amount (which is generally fair value) of the identifiable assets and liabilities assumed. Goodwill is subject to an annual<br><br>review for impairment (or more frequently if necessary) in accordance with our accounting policies. Any impairment is charged to the income statement as it<br><br>arises. Detailed information relating to goodwill is provided in note 9 on pages 160 to 162.<br><br>Non-controlling interests are valued based on the proportion of net assets of the acquired company at the date of acquisition.<br><br>Transaction costs are expensed as incurred.<br><br>Changes in ownership that do not result in a change of control are accounted for as equity transactions and therefore do not have any impact on goodwill. The<br><br>difference between consideration and the non-controlling share of net assets acquired is recognised within equity.
Unilever Annual Report on Form 20-F 2024 187
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21. ACQUISITIONS AND DISPOSALS continued

2024

In 2024, the Group completed the business acquisitions and disposals as listed below. The net consideration for acquisitions in 2024 is €616 million (2023: €675

million for acquisitions completed during that year). More information related to the 2024 acquisitions is provided below.

Deal completion date Acquired/disposed business
1 February 2024 Acquired 91.88% of K18, a US-based premium hair care brand. The acquisition complements Unilever’s existing Beauty and<br><br>Wellbeing portfolio, with a range of high-quality, hair care products.
1 June 2024 Sold Elida Beauty to Yellow Wood Partners LLC. Elida Beauty comprises more than 20 beauty and personal care brands, such<br><br>as Q-Tips, Caress, Timotei and TIGI.
1 August 2024 Sold Qinyuan Group (also known as “Truliva”) to Yong Chao Venture Capital Co., Ltd. Qinyuan Group offers a range of water<br><br>purification solutions to households in China.
8 October 2024 Sold the Russian subsidiary to Arnest Group. The sale includes all of Unilever’s business in Russia and its four factories in the<br><br>country, along with our business in Belarus.
1 November 2024 Sold Pureit to A.O. Smith. Pureit offers a range of water purification solutions across India, Bangladesh, Sri Lanka, Vietnam<br><br>and Mexico, among others.

On 22 January 2025, Hindustan Unilever Limited announced it has signed an agreement to acquire Minimalist, a premium actives-led beauty brand in India. The

transaction is expected to be completed by Q2 2025.

2023

In 2023, the Group completed the business acquisitions and disposals as listed below. The net consideration for acquisitions in 2023 was €675 million. More

information related to the 2023 acquisitions is provided below.

Deal completion date Acquired/disposed business
10 January 2023 Acquired 51% of Zywie Ventures Private Limited ('OZiva'), a leading plant-based, and clean-label consumer wellness brand<br><br>focused on the need spaces such as Lifestyle Protein, Hair & Beauty Supplements and Women’s health.
1 May 2023 Sold Suave brand in North America to Yellow Wood Partners LLC. The Suave beauty and personal care brand includes hair<br><br>care, skin care, skin cleansing and deodorant products.
1 August 2023 Acquired 100% of Yasso Holdings, Inc. ('Yasso'), a premium frozen Greek yogurt brand in the United States offering a high-<br><br>quality range of low-calorie yet indulgent products. The acquisition is aligned to the premiumisation strategy of Unilever’s Ice<br><br>Cream Business Group.
1 November 2023 Sold Dollar Shave Club to Nexus Capital Management LP.

On 1 May 2023, Unilever sold the North America Suave business to Yellow Wood Partners LLC for consideration of €592 million. A gain on disposal of €497 million

was recognised (see note 3).

EFFECT ON CONSOLIDATED INCOME STATEMENT

If the acquisition deals completed in 2024 had all taken place at the beginning of the year, Group turnover would have been €60,772 million, and Group operating

profit would have been €9,402 million. In 2023, if all of the acquisitions had taken place at the beginning of the year, Group turnover for 2023 would have been

€59,709 million and Group operating profit would have been €9,780 million.

188 Unilever Annual Report on Form 20-F 2024
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21. ACQUISITIONS AND DISPOSALS continued

EFFECT ON CONSOLIDATED BALANCE SHEET

Acquisitions

The following table sets out the overall impact of acquisitions in 2024 as well as comparative years on the consolidated balance sheet. The

fair values currently used for opening balances are provisional. These balances remain provisional due to there being outstanding relevant

information in regard to facts and circumstances that existed as of the acquisition date and/or where valuation work is still ongoing.

€ million<br><br>2024 € million<br><br>2023 € million<br><br>2022
Net assets acquired 333 368 487
Non-controlling interest (27) (20) (99)
Goodwill 310 327 580
Total consideration 616 675 968

In 2024, the net assets acquired and total payment for acquisitions consists of:

€ million<br><br>2024
Intangible assets 382
Other non-current assets 14
Trade and other receivables 15
Other current assets 36
Non-current liabilities(a) (99)
Current liabilities (15)
Net assets acquired 333
Non-controlling interest (27)
Goodwill(b) 310
Total consideration 616
Of which:
Cash consideration paid 616
Deferred consideration

(a)Non-current liabilities include deferred tax of €99 million.

(b)Goodwill not deductible for tax purposes.

Goodwill represents the future value that the Group believes it will obtain through operational synergies and the application of acquired company ideas to existing

Unilever channels and businesses. Detailed information relating to goodwill is provided in note 9 on pages 160 to 162.

Disposals

Total consideration for 2024 disposals is €1,396 million (2023: €578 million for disposals completed during that year). The following table sets out the effect of

disposals in 2024 and comparative year on the consolidated balance sheet. The results of disposed businesses are included in the consolidated financial statements

up until their date of disposal.

€ million<br><br>2024 € million<br><br>2023
Goodwill and intangible assets(a) 1,107 56
Other non-current assets 218 55
Current assets(b) 700 108
Liabilities(c) (683) (144)
Net assets sold 1,342 75
Loss on recycling of currency retranslation on disposal 545 14
Non-controlling interest (85) 0
Profit/(loss) on sale attributable to Unilever (406) 489
Consideration 1,396 578
Of which:
Cash(d) 1,299 477
Non-cash items and deferred consideration 97 101

(a)2024 includes intangibles of €984 million relating to the disposals of the Elida Beauty, Russia and Truliva businesses.

(b)2024 includes inventories of €126 million, cash of €324 million and trade receivables of €215 million.

(c)2024 includes €431 million of trade payables.

(d)2024 includes €324 million related to cash balances of businesses sold.

Unilever Annual Report on Form 20-F 2024 189
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22. Assets and liabilities held for sale

| Non-current assets and groups of assets and liabilities which comprise disposal groups are classified as ‘held for sale’ when all of the following criteria are met: a<br><br>decision has been made to sell; the assets are available for sale immediately; the assets are being actively marketed; and a sale has been agreed or is expected to<br><br>be concluded within 12 months of the balance sheet date.<br><br>Immediately prior to classification as held for sale, the non-current assets or groups of assets are remeasured in accordance with the Group’s accounting policies.<br><br>Subsequently, non-current assets and disposal groups classified as held for sale are valued at the lower of book value or fair value less disposal costs. Assets held<br><br>for sale are neither depreciated nor amortised.<br><br>Non-current assets and liabilities held for sale are recognised as current on the balance sheet. | | --- || | € million<br><br>2024 | € million<br><br>2023 | | --- | --- | --- | | Property, plant and equipment held for sale(a) | 3 | 2 | | Disposal groups held for sale | | | | Non-current assets | | | | Goodwill and intangibles | 94 | 534 | | Property, plant and equipment | 33 | 21 | | Other non-current assets | 1 | 1 | | | 128 | 556 | | Current assets | | | | Inventories | 29 | 80 | | Trade and other receivables | 6 | 47 | | Current tax assets | – | 4 | | Cash and cash equivalents | 1 | 2 | | | 36 | 133 | | Assets held for sale | 167 | 691 | | Current liabilities | | | | Trade payables and other current liabilities | 10 | 24 | | Current tax liabilities | 1 | 2 | | Financial liabilities due within one year | 30 | – | | Provisions | 3 | – | | | 44 | 26 | | Non-current liabilities | | | | Pension and post-retirement healthcare liabilities | 1 | – | | Financial liabilities due after one year | – | 4 | | Deferred tax liabilities | 3 | 145 | | | 4 | 149 | | Liabilities held for sale | 48 | 175 |

(a)Includes manufacturing assets held for sale.

190 Unilever Annual Report on Form 20-F 2024
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23. Related party transactions

A related party is a person or entity that is related to the Group. These include both people and entities that have, or are subject to, the influence or control of the<br><br>Group.

Joint ventures

The following related party balances existed with joint venture businesses at 31 December:

Related party balances € million<br><br>Total 2024 € million<br><br>Total 2023
Sales to joint ventures 1,168 1,144
Purchases from joint ventures 110 134
Receivables from joint ventures 112 99
Payables to joint ventures 111 111
Loans to joint ventures 227 219
Royalties and service fees 9 19

Significant joint ventures are Unilever FIMA LDA and Gallo Worldwide LDA in Portugal, Binzagr Unilever Distribution in the Middle East, the Pepsi Lipton Tea

Partnership in the US and Pepsi Lipton International Ltd for the rest of the world.

All transactions between the group and related parties are conducted on arm's length basis.

Associates

There are no trading balances due to or from associates.

24. Share buyback

On 8 February 2024, we announced a share buyback programme for an aggregate market value equivalent of up to €1.5 billion. As at 31 December 2024, the Group

repurchased 27,368,909 (2023: 31,734,256) ordinary shares which are held by Unilever as treasury shares. Consideration paid in 2024 for the repurchase of shares

including transaction costs was €1,508 million (2023: €1,507 million) and was recognised in other reserves.

25. Remuneration of auditors

€ million<br><br>2024 € million<br><br>2023 € million<br><br>2022
Fees payable to the Group’s auditors for the audit of the consolidated and parent
company accounts of Unilever PLC 12 7 6
Fees payable to the Group’s auditors for the audit of accounts of subsidiaries of
Unilever PLC pursuant to legislation(a)(b) 20 16 17
Total statutory audit fees 32 23 23
Fees payable to the Group’s auditors for the audit of non-statutory
financial statements(c) 8
Audit-related assurance services(d) 1
Other taxation advisory services
Services relating to corporate finance transactions
Other assurance services(e) 7 1 1
All other non-audit services(f)
Total fees payable 48 24 24

(a)Comprises fees payable to the KPMG network of independent member firms affiliated with KPMG International Cooperative for audit work on statutory financial statements and Group

reporting returns of subsidiary companies.

(b)Amount payable to KPMG in respect of services supplied to associated pension schemes was less than €1 million individually and in aggregate (2023: less than

€1 million individually and in aggregate; 2022: less than €1 million individually and in aggregate).

(c)2024 includes fees payable for reporting accountant services on the historical financial information of the Ice Cream business.

(d)In 2024, amounts paid in relation to each type of service are less than €1 million individually and in aggregate.

(e)2024 includes fees payable for CSRD assurance reporting services. With the exception of this service, amounts paid in relation to each type of service are less than

€1 million individually and in aggregate (2023: less than €1 million and in aggregate; 2022: less than €1 million and in aggregate).

(f)2024, 2023 and 2022 include various services, each less than €1 million individually.

26. Events after the balance sheet date

Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of these events is adjusted<br><br>within the financial statements. Otherwise, events after the balance sheet date of a material size or nature are disclosed below.

On 13 February 2025, Unilever announced a quarterly dividend with the 2024 fourth-quarter results of £0.3775 per PLC ordinary share. The total value of the

announced dividend is €1,121 million.

In February 2025, we announced a share buyback programme of €1.5 billion to be conducted during 2025.

Unilever Annual Report on Form 20-F 2024 191
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27. Significant subsidiaries

The following represents the significant subsidiaries of the Group at 31 December 2024, that principally affect the turnover, profit and net assets of the Group. The

percentage of share capital shown below represents the aggregate percentage of equity capital directly or indirectly held by Unilever PLC in the company. The

companies are incorporated and principally operated in the countries under which they are shown except where stated otherwise.

Country Name of company Shareholding
Argentina Unilever de Argentina S.A. 100%
Australia Unilever Australia Limited 100%
Brazil Unilever Brasil Ltda. 100%
Canada Unilever Canada, Inc. 100%
China Unilever Services (Hefei) Co. Ltd 100%
China Wall's (China) Co. Limited 100%
England and Wales Unilever UK & CN Holdings Limited 100%
England and Wales Unilever Global IP Ltd 100%
England and Wales Unilever U.K. Holdings Limited 100%
England and Wales Unilever UK Limited 100%
England and Wales Unilever U.K. Central Resources Limited 100%
France Unilever France S.A.S. 100%
Germany Unilever Deutschland GmbH 100%
Germany Unilever Deutschland Holding GmbH 100%
India Hindustan Unilever Limited 62%
Indonesia PT Unilever Indonesia Tbk 85%
Italy Unilever Italia Mkt Operations S.R.L. 100%
Mexico Unilever de Mexico, S. de R.l. de C.V. 100%
Netherlands Mixhold B.V. 100%
Netherlands Unilever Finance Netherlands B.V. 100%
Netherlands Unilever IP Holdings B.V. 100%
Netherlands Unilever Nederland B.V. 100%
Netherlands Unilever Europe B.V. 100%
Netherlands UNUS Holding B.V. 100%
Pakistan Unilever Pakistan Limited 99%
Philippines Unilever Philippines, Inc. 100%
Poland Unilever Polska Sp. z o.o. 100%
Singapore Unilever Asia Private Limited 100%
South Africa Unilever South Africa (Pty) Limited 100%
Spain Unilever Espana S.A. 100%
Switzerland Unilever Finance International AG 100%
Thailand Unilever Thai Trading Limited 100%
Turkey Unilever Sanayi ve Ticaret Turk A.S. 100%
United States of America ConopCo, Inc. 100%
United States of America Unilever Capital Corporation 100%
United States of America Unilever North America Supply Chain Company LLC 100%
United States of America Unilever United States, Inc. 100%
United States of America Ben & Jerry's Homemade, Inc. 100%
United States of America Paula's Choice, Inc. 100%
United States of America The LIV Group, Inc. 100%
United States of America Nutraceutical Wellness, Inc 80%
Vietnam Unilever Vietnam International Company Limited 100%
192 Unilever Annual Report on Form 20-F 2024
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AS AT 31 DECEMBER 2024

In accordance with Section 409 of the Companies Act 2006, a list of subsidiaries, partnerships, associates and joint ventures as at 31 December 2024 is set out

below. All subsidiary undertakings are subsidiary undertakings of their immediate parent undertaking(s) pursuant to Section 1162 (2) (a) of the Companies Act 2006

unless otherwise indicated – see the notes on page 210. All subsidiary undertakings not included in the consolidation are not included because they are not material

for such purposes. All associated undertakings are included in the Unilever Group’s financial statements using the equity method of accounting unless otherwise

indicated – see the notes on page 210.

See page 191 of the Annual Report and Accounts for a list of the significant subsidiaries.

Companies are listed by country and under their registered office address. The aggregate percentage of capital held by the Unilever Group is shown after the

subsidiary company name, except where it is 100%. If the Nominal Value field is blank, then the Share Class Note will identify the type of interest held in the entity.

Subsidiary undertakings included in the consolidation

Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
Algeria – Zone Industrielle Hassi Ameur Oran 31000
Unilever Algérie SPA (72.50) DZD1,000.00 1
Argentina – Tucuman 1, piso 4, Ciudad Autónoma de Buenos Aires
Arisco S.A. ARS1.00 1
Unilever De Argentina S.A. ARS1.00 1
Club de Beneficios S.A.U. ARS1.00 1
Urent S.A. ARS1.00 1
Ulands S.A. ARS1.00 1
Argentina – Martín Güemes 24 Sur, San Juan, Provincia de San Juan
Helket S.A. ARS1.00 1
Argentina – Juana Manso 205, 7mo. Piso, Ciudad Autónoma de Buenos Aires
Compre Ahora S.A. ARS1.00 1
Australia – 219 North Rocks Road, North Rocks NSW 2151
Ben & Jerry’s Franchising Australia Limited AUD1.00 1
Unilever Australia (Holdings) Pty Limited AUD1.00 1
Unilever Australia Group Pty Limited AUD2.7414 1
Unilever Australia Limited AUD1.00 1
Unilever Australia Trading Limited AUD1.00 1
Australia – 111-115 Chandos Street, Crows Nest, NSW 2065
Dermalogica Holdings Pty Limited AUD1.00 1
Dermalogica Pty Limited AUD2.00 1
Australia – Level 12, 60 Castlereagh Street, Sydney, NSW 2000
Paula’s Choice International Australia Pty Limited AUD0.01 1
Australia – Level 16, 68 Pitt Street, Sydney, NSW 2000
Brand Evangelists for Beauty Pty Ltd∆ (68.03) 1
Austria – Jakov-Lind-Straße 5, 1020 Wien
Delico Handels GmbH EUR36,336.42 1
Unilever Austria GmbH EUR10,000,000.00 1
Bangladesh – 51 Kalurghat Heavy Industrial Area, Kalurghat, Chittagong
Unilever Bangladesh Limited (60.75) BDT100.00 1
Bangladesh – Fouzderhat Industrial Area, North Kattali, Chattogram 4217
Unilever Consumer Care Limited (81.98) BDT10.00 1
Belgium – Anderlecht, Industrielaan 9, 1070 Brussels
Unilever Belgium NV/SA No Par Value 1
Bolivia – Av. Blanco Galindo, Km 10.5, Cochabamba
Unilever Andina Bolivia S.A. BOB100.00 1
Brazil – Avenida das Nações Unidas, n. 14.261, Ala A, 3º andar, Foco 4, Vila<br><br>Gertrudes, São Paulo/SP, CEP 04794-000
Euphoria Ice Cream Comercio de Alimentos Limitada BRL1.00 5
Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 16ª andar, Bairro Vila Olimpia,<br><br>São Paulo, ZIP Code 04547-006
E-UB Comércio Limitada BRL1.00 5
Brazil – Cidade de Valinhos, Estado de São Paulo, Rua Campos Salles, nº 20, Parte,<br><br>Centro, ZIP Code 13271-900
Unilever Logistica Serviços Limitada BRL1.00 5
Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Parte – Gelados SP, Wing B,<br><br>Vila Gertrudes, ZIP Code 04794-000, São Paulo/SP
Unilever Brasil Gelados Limitada BRL1.00 5
Brazil – Av. das Nações Unidas, n. 14.261, 3rd to 6th floors, Wing B Vila Gertrudes,<br><br>ZIP Code 04794-000, São Paulo/SP
Unilever Brasil Limitada BRL1.00 5
Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Wing A, Vila Gertrudes, ZIP<br><br>Code 04794-000, São Paulo/SP Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
Unilever Brasil Industrial Limitada BRL1.00 5
Brazil – Avenida das Nações Unidas, nº 14.261, Vila Gertrudes, Andares 24º a 27º,<br><br>Sala/Conjunto nº 2401B, 2501B, 2601B, e 2701B, parte, Espaço de Escritório<br><br>WeWork nº 25-109, na Cidade de São Paulo, Estado de São Pa, CEP 04794-000
Mãe Terra Produtos Naturais Limitada BRL1.00 5
Brazil – Rua Tenente Pena, No. 156, Bom Retiro, CEP 01127-020, São Paulo
Smart Home Comércio E Locação De Equipamentos<br><br>S.A. (59.50) No Par Value 1
Brazil – São Paulo, Estado de São Paulo na Rua Demóstenes nº 1072, Bairro Campo<br><br>Belo CEP 04614-010
Ole Franquia Limitada BRL1.00 1
Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 5ª andar, locker 5D Bairro Vila<br><br>Olimpia, São Paulo, ZIP Code 04547-006
Compra Agora Serviços Digitais Limitada BRL1.00 5
Bulgaria – City of Sofia, Borough Mladost, 1, Business Park, Building 4, Floor 5
Unilever Bulgaria EOOD BGN1,000.00 1
Bulgaria – District Veliko Tarnovo, 5030 Debelets, Promishlena Zona
Unilever Ice Cream Bulgaria EOOD BGL50.00 1
Cambodia – Morgan Tower Building, Level 15, No.<br><br>15F-8A/8B/9/10/11/12/13/14/15/16/17A, Street Sopheak Mongkul, Phum 14, Sangkat<br><br>Tonle Bassac, Khan Chamkarmon, Phnom Penh
Unilever (Cambodia) Limited KHR20,000.00 1
Canada – 3081, 3rd Avenue, Whitehorse, Yukon Territory, Y1A 4Z7
Dermalogica (Canada) Limited No Par Value 6
Canada – 100 King Street West, 1 First Canadian Place, Suite 1600, Toronto, ON M5X<br><br>1G5
UPD Canada Inc. No Par Value 7
Canada – 1000 rue de la Gauchetière Ouest, Bureau 2500, Montreal, H3B 0A2
4012208 Canada Inc. No Par Value 7
Canada – 160 Bloor Street East, Suite 1400, Toronto, ON M4W 3R2
Unilever Canada Inc. No Par Value 8
No Par Value 9
No Par Value 10
No Par Value 11
No Par Value 12
Canada – Lawson Lundell LLP, 925 W Georgia Street, Vancouver, BC V6C 3L2
Hourglass Cosmetics Canada Limited No Par Value 1
Chile – Avenida Las Condes 11.000, Piso 5, Comuna de Vitacura
Unilever Chile Limitada 13
China – Room 1001, No. 398 Caoxi Road (N), Xuhui District, Shanghai,<br><br>200030
Blueair (Shanghai) Sales Co. Limited CNY1.00 1
China – No. 33 North Fuquan Road, Changning District, Shanghai, 200335
Unilever (China) Investing Company USD1.00 1
China – 88 Jinxiu Avenue, Hefei Economic and Technology Development Zone,<br><br>Anhui, 230601
Unilever (China) Limited USD1.00 1
Unilever Services (Hefei) Co. Ltd. CNY1.00 1
China – No. 225 Jingyi Road, Tianjin Airport Economic Area, Tianjin
Unilever (Tianjin) Company Limited USD1.00 1
China – 1068 Ting Wei Road, Jinshanzui Industrial Region, Jinshan District,<br><br>Shanghai
Unilever Foods (China) Co. Limited USD1.00 1
China – No. 166 Unilever Avenue West, Qinglong Town, Pengshan District, Meishan<br><br>City, Sichuan province 620800
Unilever (Sichuan) Company Limited USD1.00 1
Unilever Annual Report on Form 20-F 2024 201
--- ---
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- GROUP COMPANIES
---
Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
China – No.16 Wanyuan Road, Beijing E&T Development, Beijing 100076
Wall’s (China) Co. Limited USD1.00 1
China – Room 326, 3rd Floor, Xinmao Building, 2 South Taizhong Road, (Shanghai)<br><br>Pilot Free Trade Zone
Uchieve Commerce (Shanghai) Co. Ltd CNY1.00 1
China – Floor 1, Building 2, No. 33 North Fuquan Road, Changning District,<br><br>Shanghai 200335
Shanghai CarverKorea Limited USD1.00 1
China – 2F, No. 10, Lane 255, Xiaotang Road, Fengxian District, Shanghai
Paula’s Choice (Shanghai) Trading Co. Limited CNY1.00 1
China – Room 1436, No. 1256 and No. 1258 Wanrong Road, Jingan District,<br><br>Shanghai
Paula’s Choice (Shanghai) Technology Co. Limited CNY1.00 1
China – No. 88 Yanghua Road, Mingzhu Industrial Zone, Conghua District,<br><br>Guangzhou City
Unilever (Guangzhou) Co. Limited CNY1.00 1
China – 5th Floor, Qunjia Building Block 1, No. 366 Shengkang Road, Jiubao Street,<br><br>Shangcheng District, Hangzhou City, Zhejiang Province
GoUni (Hangzhou) Trading Co. Limited CNY1.00 1
China – Room 407, No. 1256, No. 1258 Wanrong Road, Jingan District, Shanghai
UPD (Shanghai) Trading Co. Ltd CNY1.00 1
Colombia – Avenida Carrera 45, 108-27 Torre 3, Piso 5 y 6, Bogotá D.C.
Unilever Andina Colombia Limitada COP100.00 1
Costa Rica – Provincia de Heredia, Cantón Belén, Distrito de la Asunción, de la<br><br>intersección Cariari-Belén, 400 Mts. Oeste, 800 Mts. al Norte
UL Costa Rica SCC S.A. CRC1.00 1
Côte d’Ivoire – 01 BP 1751 Abidjan 01, Boulevard de Vridi
Unilever-Côte d’Ivoire (99.78) XOF2,650.00 1
Côte d’Ivoire – Abidjan-Marcory, Boulevard Valery Giscard d’Estaing, Immeuble<br><br>Plein Ciel, Business Center, 26 BP 1377, Abidjan 26
Unilever Afrique de l’Ouest XOF10,000.00 1
Croatia – Strojarska cesta 20, 10000 Zagreb
Unilever Hrvatska d.o.o. EUR1.00 1
Cuba – Zona Especial de Desarrollo Mariel, Provincia Artemisa
Unilever Suchel, S.A. (60) USD1,000.00 56
Cyprus – Head Offices, 195C Old Road, Nicosia Limassol, CY-2540 Idalion Industrial<br><br>Zone – Nicosia
Unilever Tseriotis Cyprus Limited (84) EUR1.00 1
Czech Republic – Voctářova 2497/18, 180 00 Praha 8
Unilever ČR, spol. s.r.o. CZK210,000.00 1
Denmark – Ørestads Boulevard 73, 2300 København S
Unilever Danmark A/S DKK1,000.00 1
Denmark – Petersmindevej 30, 5000 Odense C
Unilever Produktion ApS DKK100.00 1
Djibouti – Haramous, BP 169
Unilever Djibouti FZCO Limited USD200.00 1
Dominican Republic – Av. Winston Churchill, Torre Acropolis, Piso 16, Santo<br><br>Domingo
Unilever Caribe, S.A. DOP1,000.00 1
Ecuador – Km 25, Vía a Daule, Guayaquil
Unilever Andina Ecuador S.A. USD1.00 1
Egypt – 5th Floor, North Tower, Galleria 40 Business Complex, Sheikh Zayed, 6th of<br><br>October City, Giza
Unilever Mashreq for Manufacturing and Trading (SAE) EGP10.00 1
Unilever Egypt for Shared Consultations Services EGP10.00 1
Egypt – Public Free Zone, Alexandria
Unilever Mashreq International Company (in liquidation) USD1,000.00 1
Egypt – 14 May Bridge, Sidi Gaber, Smouha, Alexandria
Unilever Mashreq Trading LLC (in liquidation) EGP1000.00 1
Commercial United for Import and Export LLC (in<br><br>liquidation) EGP1000.00 1
Egypt – 15 Sphinx Square, El-Mohandsin, Giza
Unilever Mashreq for Import and Export LLC EGP100.00 1
El Salvador – Local 19, Nivel 19, Edificio Torre Futura, Calle El Mirador y 87 Avenida<br><br>Norte, Colonia Escalón, San Salvador Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
Unilever El Salvador, SCC S.A. de C.V. USD1.00 1
Unilever de Centro America S.A. de C.V. USD11.00 1
England and Wales – Unilever House, 100 Victoria Embankment, London EC4Y 0DY
Accantia Group Holdings (unlimited company) GBP0.01 1
Alberto-Culver (Europe) Limited (in liquidation) GBP1.00 1
Alberto-Culver Group Limited (in liquidation) GBP1.00 1
Alberto-Culver UK Holdings Limited (in liquidation) GBP1.00 1
Alberto-Culver UK Products Limited (in liquidation) GBP1.00 1
GBP5.00 14
Associated Enterprises Limited° GBP1.00 1
GroNext Technologies Limited GBP1.00 1
Hourglass Cosmetics UK Limited GBP1.00 1
Margarine Union (1930) Limited° GBP1.00 1
GBP1.00 18
GBP1.00 68
GBP1.00 69
MBUK Trading Limited (in liquidation) GBP1.00 1
Mixhold Investments Limited GBP1.00 1
ND4A Limited GBP1.00 1
Toni & Guy Products Limited° GBP0.001 1
UAC International Limited GBP1.00 1
UML Limited GBP1.00 1
Unidis Forty Nine Limited (in liquidation) GBP1.00 1
Unilever AC Limited GBP1.00 1
Unilever Assam Estates Limited GBP1.00 1
Unilever Company for Industrial Development Limited<br><br>(in liquidation) GBP1.00 1
Unilever Company for Regional Marketing and<br><br>Research Limited (in liquidation) GBP1.00 1
Unilever Corporate Holdings Limited° GBP1.00 1
Unilever Employee Benefit Trustees Limited GBP1.00 1
Unilever Group Limited° GBP0.25 1
Unilever South India Estates Limited° GBP1.00 1
GBP1.00 15
Unilever S.K. Holdings Limited GBP1.43 1
Unilever Overseas Holdings Limited° GBP1.00 1
Unilever U.K. Central Resources Limited GBP1.00 1
Unilever U.K. Holdings Limited° GBP1.00 1
Unilever UK & CN Holdings Limited GBP1.00 2
GBP1.00 3
GBP10.00 24
Unilever UK Group Limited GBP1.00 2
Unilever US Investments Limited° GBP1.00 1
United Holdings Limited° GBP1.00 1
England and Wales – c/o BDO LLP, 5 Temple Square, Temple Street, Liverpool L2<br><br>5RH
Unilever Australia Investments Limited (in liquidation) GBP1.00 1
Unilever Australia Partnership Limited (in liquidation) GBP1.00 1
Unilever Innovations Limited (in liquidation) GBP0.10 1
England and Wales – The Manser Building, Thorncroft Manor, Thorncroft Drive,<br><br>Dorking Road, Leatherhead, Surrey KT22 8JB
Dermalogica (UK) Limited GBP1.00 1
England and Wales – Oceana House 39-49 Commercial Road, First Floor,<br><br>Southampton, Hampshire, SO15 1GA
Aquis Haircare UK Ltd GBP1.00 1
England and Wales – c/o TMF Group, 13th Floor, 1 Angel Court, London EC2R 7HJ
Twenty Nine Capital Partners Limited Partnership∞ (80) 4
Unilever Ventures III Limited Partnership∞ (86.25) 4
Unilever Ventures Limited GBP1.00 1
202 Unilever Annual Report on Form 20-F 2024
--- ---
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- GROUP COMPANIES
---
Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
Twenty Nine Capital Partners (General Partner) Limited GBP1.00 1
Unilever Ventures General Partner Limited GBP1.00 1
England and Wales – Union House, 182-194 Union Street, London SE1 0LH
REN Limited GBP0.01 1
GBP0.0032 19
GBP0.0042 126
Murad Europe Limited GBP1.00 1
England and Wales – Lever House, 3 St James Road, Kingston Upon Thames,<br><br>Surrey KT1 2BA
Alberto-Culver Company (U.K.) Limited GBP1.00 1
CPC (UK) Pension Trust Limited (in liquidation) 16
Nature Delivered Limited GBP0.001 1
GBP0.001 79
GBP0.001 84
Marshfield Bakery Limited (in liquidation) GBP0.01 1
Unilever Pension Trust Limited GBP1.00 1
Unilever UK Limited GBP1.00 1
Unilever UK Pension Fund Trustees Limited GBP1.00 1
Unilever Superannuation Trustees Limited GBP1.00 1
USF Nominees Limited GBP1.00 1
England and Wales – 1 More Place, London SE1 2AF
Accantia Health and Beauty Limited (in liquidation) GBP0.25 1
England and Wales – Port Sunlight, Wirral, Merseyside CH62 4ZD
Unilever Global IP Limited° GBP1.00 1
England and Wales – Suite 1, 7th Floor, 50 Broadway, London SW1H 0BL
Paula’s Choice UK Limited (in liquidation) GBP1.00 1
England and Wales – 3rd Floor, 1 Ashley Road, Altrincham, Cheshire WA14 2DT
Brand Evangelists for Beauty Limited∆ (80.30) GBP1.00 2
(100) GBP1.00 85
(66.47) GBP1.00 128
(82.92) GBP1.00 129
Estonia – Harju maakond, Tallinn, Haabersti linnaosa, Paldiski mnt 96, 13522
Unilever Eesti Aktsiaselts EUR6.30 1
Ethiopia – Bole Sub City, Kebele 03/05, Lidiya Building, Addis Ababa
Unilever Manufacturing PLC ETB1,000.00 1
Finland – Post Box 254, 00101 Helsinki
Unilever Finland Oy EUR16.82 1
Unilever Ingman Production Oy EUR1000.00 1
France – 20, rue des Deux Gares, 92500, Rueil-Malmaison
Bestfoods France Industries S.A.S. (99.99) No Par Value 1
Cogesal-Miko S.A.S. (99.99) No Par Value 1
Fralib Sourcing Unit S.A.S. (99.99) No Par Value 1
Saphir S.A.S. (99.99) EUR1.00 1
U-Labs S.A.S. (99.99) No Par Value 1
Unilever France S.A.S. (99.99) No Par Value 1
Unilever France Holdings S.A.S. (99.99) EUR1.00 1
Unilever France HPC Industries S.A.S. (99.99) EUR1.00 1
Unilever Retail Operations France (99.99) No Par Value 1
France – ZI de la Norge – Chevigny Saint-Sauveur, 21800 Quetigny
Amora Maille Societe Industrielle S.A.S. (99.99) No Par Value 1
France – 42, rue Jean de La Fontaine, Paris, 75016
Laboratoire Garancia EUR62.50 1
UPD EU EUR1.00 1
Germany – Wiesenstraße 21. 40549 Düsseldorf
Dermalogica GmbH EUR25,000.00 1
Germany – Spitaler Straße 16, 20095 Hamburg
ProCepta Service GmbH EUR28,348.00 1
Germany – Neue Burg 1, 20457 Hamburg
DU Gesellschaft für Arbeitnehmerüberlassung mbH<br><br>(99.99) DEM50,000.00 1
Unilever Deutschland GmbH EUR90,000,000.00 1 Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
EUR2,000,000.00 1
EUR1,000,000.00 1
EUR 100.000,00 1
Unilever Deutschland Holding GmbH EUR39,000.00 1
EUR18,000.00 1
EUR14,300.00 1
EUR5,200.00 1
EUR6,500.00 1
Unilever Deutschland Produktions GmbH & Co. OHG 4
Germany – Alt-Moabit 2, c/o Mazars Advisors GmbH & Co. KG, 10557 Berlin
T2 Germany GmbH (in liquidation) EUR25,000.00 1
Germany – Langnesestraße 1, 64646 Heppenheim
Maizena Grundstücksverwaltung Gesellschaft mit<br><br>beschränkter Haftung & Co. offene Handelsgesellschaft 4
Rizofoor Gesellschaft mit beschränkter Haftung EUR15,350.00 1
EUR138,150.00 1
Schafft GmbH EUR63,920.00 1
EUR100,000.00 1
Germany – Wiesenstrasse. 21, D-40549 Düsseldorf
Murad GmbH EUR1.00 1
Ren GmbH EUR1.00 1
Germany – Zehdenicker Str. 110119 Berlin
Paula’s Choice Germany GmbH 4
Ghana – Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema, PO Box 721, Tema
Unilever Ghana PLC (74.50) GHC0.0192 1
Greece – Kymis Ave & 10, Seneka Str. GR-145 64 Kifissia
Elais Unilever Hellas SA EUR10.00 1
Unilever Knorr SA EUR10.00 1
Unilever Logistics SA EUR10.00 1
Guatemala – 24 Avenida 35-87 Calzada Atanasio Tzul, Zona 12
Unilever de Centroamerica S.A. GT60.00 1
Haiti – 115, Rue Panamericaine, Estabissement Número 1, Petion Ville
Les Condiments Alimentaires, S.A. (61) (in liquidation) HTG1000.00 1
Honduras – Anillo Periférico 600 metros después de la colonia, Residencial, Las<br><br>Uvas contigua acceso de residencial Roble Oeste, Tegucigalpa M.D.C.
Unilever de Centroamerica S.A. HNL10.00 1
Hong Kong – Suite 1106-8, 11/F, Tai Yau Building, 181 Johnston Road, Wanchai
Blueair Asia Limited HKD0.10 1
Hong Kong – 6 Dai Fu Street, Tai Po Industrial Estate
Unilever Hong Kong Limited HKD0.10 1
Hong Kong – Room 66, Unit 1111, 11/F, Silvercord Tower 2, 30 Canton Road, Tsim<br><br>Sha Tsui, Kowloon
Hourglass Cosmetics Hong Kong Limited HKD1.00 1
Hong Kong – Room 1808, 18/F, Tower II Admiralty Centre, 18 Harcourt Road,<br><br>Admiralty
Hong Kong CarverKorea Limited HKD1.00 7
Hong Kong – 14th Floor, One Taikoo Place, 979 King’s Road, Quarry Bay
UPD Hong Kong Limited HKD100.00 1
Hong Kong – 14/F, One Taikoo Place, 979 King’s Road, Quarry Bay
Go-Uni Limited (67) USD1.00 1
Hong Kong – Unit B, 17/F, United Centre, 95 Queensway, Admiralty
Paula’s Choice Hong Kong Limited HKD1.00 1
Paula’s Choice Hong Kong Distributor Services Ltd HKD1.00 1
Hungary – 1138-Budapest, Váci út 121-127
Unilever Magyarország Kft HUF1.00 1
India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400099
Daverashola Estates Private Limited (61.90) INR10.00 1
Hindlever Trust Limited (61.90) INR10.00 1
Hindustan Unilever Limited° (61.90) INR1.00 1
Lakme Lever Private Limited (61.90) INR10.00 1
Levers Associated Trust Limited (61.90) INR10.00 1
Unilever Annual Report on Form 20-F 2024 203
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- GROUP COMPANIES
---
Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
Levindra Trust Limited (61.90) INR10.00 1
Unilever India Limited (61.90) INR1.00 1
Unilever India Exports Limited (61.90) INR10.00 1
Unilever Industries Private Limited° INR10.00 1
Unilever Ventures India Advisory Private Limited INR1.00 75
India – S-327, Greater Kailash – II, New Delhi – 110048, Delhi
Blueair India Private Limited (in liquidation) INR10. 00 1
India – c/o Vaish Associates, 106, Peninsula Centre, Dr S.S. Rao Road, Parel,<br><br>Mumbai, Maharashtra, 400012
Jech India Private Limited (in liquidation) INR10. 00 1
Indonesia – Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard Barat,<br><br>BSD City, Tangerang, 15345
PT Unilever Indonesia Tbk (84.99) IDR2.00 1
PT Unilever Enterprises Indonesia (99.99) IDR1,000.00 1
PT Unilever Trading Indonesia IDR1,003,875.00 1
Indonesia – Gedung Pasaraya Blok M, Gedung B, Lantai 6 dan 7, Jalan Iskandarsyah<br><br>II No. 2, DKI Jakarta
PT Gerai Cepat Untung (88.19) IDR100,000.00 1
Indonesia – KEK Sei Mangkei, Nagori Sei Mangkei, Kecamatan Bosar Maligas,<br><br>Kabupaten Simalungun 21183, Sumatera Utara
PT Unilever Oleochemical Indonesia IDR1,000,000.00 1
Iran – No. 23, Corner of 33rd Street, Zagros Street, Argentina Square, Tehran
Unilever Iran (Private Joint Stock Company) (99.99) IRR1,000,000.00 1
Ireland – 20 Riverwalk, National Digital Park, Citywest Business Campus, Dublin 24
Lipton Soft Drinks (Ireland) Limited EUR1.26 1
Unilever Ireland (Holdings) Limited EUR1.26 1
Unilever Ireland Limited EUR1.26 1
Isle of Man – Bridge Chambers, West Quay, Ramsey, Isle of Man, IM8 1DL
Rational International Enterprises Limited USD1.00 1
Israel – 3 Gilboa Street, Airport City, Ben Gurion Airport
Beigel & Beigel Mazon (1985) Limited ILS1.00 1
Israel – 52 Julius Simon Street, Haifa, 3296279
Bestfoods TAMI Holdings Ltd ILS0.001 1
Israel Vegetable Oil Company Ltd ILS0.0001 1
Unilever Israel Foods Ltd ILS0.10 35
ILS0.10 79
ILS0.10 17
ILS0.0002 25
Unilever Israel Home and Personal Care Limited ILS1.00 1
Unilever Israel Marketing Ltd ILS0.0001 1
Unilever Shefa Israel Ltd ILS1.00 1
Israel – Haharoshet 1, PO Box 2288, Akko, 2451704
Glidat Strauss Limited ILS1.00 30
ILS1.00 1
ILS1.00 31
Italy – Piazza Paleocapa 1/D, 10100, Torino
Gromart S.R.L. EUR1,815,800.00 1
Italy – Viale Sarca 235, 20126 Milan
Unilever Italia Administrative Services S.R.L. EUR70,000.00 1
Italy – Via Paolo di Dono n. 3/A 00142 Roma
Unilever Italia Logistics S.R.L. EUR600,000.00 1
Unilever Italia Manufacturing S.R.L. EUR10,000,000.00 1
Unilever Italia Mkt Operations S.R.L. EUR25,000,000.00 1
Unilever Italy Holdings S.R.L. EUR1,000.00 1
Italy – Via Plava, 74 10135 Torino
Equilibra S.R.L. (75) EUR1.00 1
Armores Srl (75) EUR1.00 1
Syrio Srl (75) EUR1.00 1
Italy – Business Center Monte Napoleone, Via Monte Napoleone 8, 20121 – Milano
UPD Italia S.r.l. EUR10,000.00 1
Japan – 2-1-1, Kamimeguro, Meguro-ku, Tokyo 153-8578
Unilever Japan Customer Marketing K.K. JPY100,000,001.00 1 Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
Unilever Japan Holdings G.K. JPY10,000,000.00 1
Unilever Japan K.K. JPY100,000,001.00 1
Unilever Japan Service K.K. JPY50,000,000.00 1
Rafra Japan K.K. JPY20,000,000.00 7
Japan – Marunouchi Trust Tower - Main 20F, 1-8-3 Marunouchi Chiyoda-ku Tokyo<br><br>100-0005
UPD Japan K.K. JPY109,850.00 1
Jersey – 13 Castle Street, St Helier, Jersey, JE4 5UT
Unilever Chile Investments Limited GBP1.00 1
Jordan – Ground Floor, Office No. 1, GH24 Building, Business Park, Development<br><br>Zone, Amman
Unilever Jordan for Marketing Services JOD1000.00 1
Kazakhstan – Abylai Khan Avenue, 53, Abylai Khan Building, 6th Floor, Almaty
Unilever Kazakhstan LLP 4
Kenya – Commercial Street, Industrial Area, PO Box 30062-00100, Nairobi
Unilever Kenya Limited° KES20.00 1
Korea – 443 Taeheran-ro, Samsung-dong, Kangnam-gu, Seoul
Unilever Korea Co., Ltd KRW10,000.00 1
Korea – 81, Tojeong 31-gil, Mapo-gu, Seoul
CARVERKOREA Co., Limited (97.47) KRW500.00 7
Korea – #1-313 #1-314, 48, Achasan-ro 17-gil, Seongdong-gu, Seoul
Paula’s Choice Korea, Limited KRW500,000,000.0<br><br>0 1
Kuwait – AlQibla - Land No.14, Abu Bakir Alssiddiq Street, Mohamed Abdulrahman<br><br>AlBahar building – Floor #9 – Unit 4
AlBahar United For Wholesale and Retail Trading<br><br>Company LLCX (30) KWD0.10 1
Laos – Viengvang Tower, 4th Floor, Room no. 402A, Boulichan Road, Dongpalan<br><br>Thong Village, Sisattanak District, Vientiane Capital
Unilever Services (Lao) Sole Co. Limited LAK80,000.00 1
Latvia – Kronvalda bulvāris 3-10, Rīga, LV-1010
Unilever Baltic LLC EUR1.00 1
Lebanon – Sin El Fil, Dolphin Building, 3rd Floor, Beirut
Unilever Levant s.a.r.l. LBP1,000,000.00 1
Lithuania – Skuodo St. 28, Mazeikiai, LT-89100
UAB Unilever Lietuva distribucija EUR3,620.25 1
UAB Unilever Lietuva ledu gamyba EUR3,620.25 1
Malawi – Room 33, Gateway Mall, Area 47, Lilongwe Malawi
Unilever South East Africa (Private) Limited (in<br><br>liquidation) MWK2.00 1
Malaysia – Suite 2-1, Level 2, Vertical Corporate Tower B, Avenue 10, The Vertical,<br><br>Bangsar South City, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah<br><br>Persekutuan
Paula's Choice Malaysia SEA Sdn. Bhd. No Par Value 1
Unilever (Malaysia) Holdings Sdn. Bhd. No Par Value 1
Unilever (Malaysia) Services Sdn. Bhd. No Par Value 1
Mexico – Av. Tepalcapa No. 2, Col. Rancho Santo Domingo, C.P. 54900 Tultitlán,<br><br>Estado de México
Unilever de Mexico S. de R.L. de C.V. 4
Unilever Holding Mexico S. de R.L. de C.V. 4
Unilever Manufacturera S. de R.L. de C.V. 4
Unilever Real Estate Mexico S. de R.L. de C.V. 4
Unilever NA Sourcing West S. de R.L. de C.V. 4
Morocco – 65, Main Street Finance District, Casablanca Finance City, Place Anfa<br><br>Ouest Et Palmeraie, Immeuble Walili Street, 10ème Étage - Hay-Hassani (AR)
Unilever Maghreb S.A. MAD100.00 1
Mozambique – Avenida 24 de Julho, Edifício 24, nº 1097, 4º andar, Maputo
Unilever Mocambique Limitada (in liquidation) USD0.01 1
Myanmar – Plot No (40,41,47), Min Thate Hti Kyaw Swar Road, 39 Ward, Shwe Pyi<br><br>Thar Industrial Zone (2), Shwe Pyi Thar Township, Yangon Region, 11411
Unilever (Myanmar) Limited MMK11,129,679,600<br><br>.00 1
Unilever (Myanmar) Services Limited USD2,000,000.00 1
Myanmar – Lot No. 31, Bamaw Ahtwin Wun Street, Hlaing Thar Yar Industrial Zone 3,<br><br>Hlaing Thar Yar Township, Yangon, 11401
Unilever EAC Myanmar Company Limited (60) MMK500,000,000,0<br><br>00. 00 1
Nepal – Hetauda-3, Basamadi Makawnapur
204 Unilever Annual Report on Form 20-F 2024
--- ---
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- GROUP COMPANIES
---
Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
Unilever Nepal Limited (49.52) NPR100.00 1
Netherlands – Weena 455, 3013 AL Rotterdam
Alberto-Culver Netherlands B.V. (in liquidation) EUR1.00 2
EUR1.00 3
Argentina Investments B.V. EUR454.00 1
BFO Holdings B.V. EUR1.00 1
Brazinvest B.V. EUR1.00 1
Chico-invest B.V. EUR455.00 1
Doma B.V. NLG1,000.00 1
Handelmaatschappij Noorda B.V. NLG1,000.00 1
Hourglass Cosmetics Europe B.V. EUR1.00 1
Unilever Foods & Refreshments Global B.V. EUR453.78 1
Itaho B.V. EUR1.00 1
Lipoma B.V. NLG1,000.00 1
Marga B.V. EUR1.00 1
Mavibel (Maatschappij voor Internationale Beleggingen)<br><br>B.V. EUR1.00 1
Mexinvest B.V. EUR1.00 1
Mixhold B.V.° EUR1.00 2
EUR1.00 3
EUR1.00 26
N.V. Elma (in liquidation) NLG1,000.00 1
NLG1,000.00 27
New Asia B.V. EUR1.00 1
Nommexar B.V. EUR1.00 1
Ortiz Finance B.V. NLG100.00 1
Pabulum B.V. NLG1,000.00 1
Rizofoor B.V. NLG1,000.00 1
Rolf von den Baumen’s Vetsmelterij B.V. EUR454.00 1
Rolon B.V. NLG1,000.00 1
Saponia B.V. NLG1,000.00 1
ThaiB1 B.V. NLG1,000.00 1
ThaiB2 B.V. NLG1,000.00 1
Unilever Administration Centre B.V. (in liquidation) EUR1.00 1
Unilever Alser B.V. EUR1.00 1
Unilever Berran B.V. EUR1.00 1
Unilever Canada Investments B.V. EUR1.00 1
Unilever Caribbean Holdings B.V. EUR1,800.00 1
Unilever Employment Services B.V. (in liquidation) EUR1,000.00 1
Unilever Europe B.V. EUR1.00 1
Unilever Europe Business Center B.V. EUR454.00 1
EUR454.00 14
Unilever Finance International B.V. EUR1.00 1
Unilever Finance Netherlands B.V.o EUR1.00 1
FoodServiceHub B.V. EUR1.00 1
Unilever Global Services B.V. EUR1.00 1
Unilever Holdings B.V. EUR454.00 1
Unilever IP Holdings B.V. EUR1.00 1
Unilever Indonesia Holding B.V. EUR1.00 1
Unilever Insurances N.V. EUR454.00 1
Unilever International Holdings B.V.° EUR1.00 1
Unilever Netherlands Retail Operations B.V. EUR1.00 1
Unilever Nederland Holdings B.V. EUR454.00 1
Unilever Nederland Services B.V. EUR460.00 1
Unilever PL Netherlands B.V. EUR1.00 1
Unilever Turkey Holdings B.V. EUR1.00 1
Unilever US Investments B.V.° EUR1.00 1
Unilever Ventures Holdings B.V. EUR453.79 1
Univest Company B.V. EUR1.00 1
UNUS Holding B.V. EUR0.10 2
EUR0.10 3 Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
Non-voting†
Verenigde Zeepfabrieken B.V. NLG1,000.00 1
Wemado B.V. NLG1,000.00 1
The Magnum Ice Cream Company HoldCo Netherlands<br><br>B.V. EUR1.00 1
The Magnum Ice Cream Company NewCo Netherlands<br><br>B.V. EUR1.00 1
The Magnum Ice Cream Company HoldCo 3<br><br>Netherlands B.V. EUR1.00 1
Netherlands – Hofplein 19, 3032 AC Rotterdam
Unilever Nederland B.V. EUR454.00 1
Netherlands – Valkweg 2, 7447JL Hellendoorn
Ben en Jerry’s Hellendoorn B.V. EUR453.78 1
Netherlands – Markhek 5, 4824 AV Breda
De Korte Weg B.V. EUR1.00 1
EUR1.00 26
Non-voting†
Netherlands – Bronland 14, 6708 WH Wageningen
Unilever Innovation Centre Wageningen B.V. EUR460.00 1
Netherlands – Grote Koppel 7, 3813 AA Amersfoort
Paula’s Choice Europe B.V. EUR1.00 1
Netherlands – Unilever House, 100 Victoria Embankment, London EC4Y 0DY<br><br>(Registered Seat: Rotterdam)
Unilever Overseas Holdings B.V. NLG1,000.00 1
New Zealand – Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023
Ben & Jerry’s Franchising New Zealand Limited No Par Value 1
Unilever New Zealand Limited NZD2.00 1
Nicaragua – Km 11.5, Carretera Vieja a León, 800 Mts Norte, 100 Mts Este, 300 Mts<br><br>Norte, Managua
Unilever de Centroamerica S.A. NIC50.00 1
Niger – BP 10272 Niamey
Unilever Niger S.A. (in liquidation) XOF10,000.00 1
Nigeria – 1 Billings Way, Oregun, Ikeja, Lagos
Unilever Nigeria Plc (76.41) NGN0.50 1
West Africa Popular Foods Nigeria Limited (51) NGN1.00 1
Norway – Martin Linges vei 25, Postbox 1, 1331 Fornebu
Unilever Norge AS NOK100.00 1
Pakistan – Avari Plaza, Fatima Jinnah Road, Karachi, 75530
Unilever Pakistan Foods Limited (76.57) PKR10.00 1
Unilever Pakistan Limited (99.29) PKR50.00 1
(71.78) PKR100.00 1
Palestine – Ersal St., Awad Center, PO Box 3801, Al-Beireh, Ramallah
Unilever Market Development Company (in liquidation) JOD1.00 1
Palestine – Jamil Center, Al-Beireh, Ramallah
Unilever Agencies Limited (99) (in liquidation) JOD1.00 1
Panama – PH Dream Plaza, Piso 10 y, Provincia de Panamá, Corregimiento de<br><br>Parque Lefevre, Costa del Este
Unilever Regional Services Panama S.A. (in liquidation) USD1.00 1
Panama – Santa María Business District, Torre Argos, Piso 6, Distrito de Juan Diaz,<br><br>Provincia de Panamá
Unilever de Centroamerica S.A. No Par Value 1
Paraguay – Roque Centurión Miranda No. 1635, casi Avenida San Martin, Edificio<br><br>Aymac II, Asunción
Unilever de Paraguay S.A. PYG1,000,000.00 1
Peru – Av. Paseo de la Republica, 5895 OF. 402, Miraflores, Lima 18
Unilever Andina Perú S.A. PEN1.00 1
Philippines – Linares Road, Gateway Business Park, General Trias, Cavite
Metrolab Industries, Inc. PHP1.00 7
PHP10.00 22
Philippines – 7th Floor, Bonifacio Stopover Corporate Center, 31st Street corner 2nd<br><br>Avenue, Bonifacio Global City, Taguig City
Unilever Global Services, Inc. PHP10.00 7
Unilever Philippines, Inc. PHP50.00 7
Unilever Annual Report on Form 20-F 2024 205
--- ---
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- GROUP COMPANIES
---
Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
Philippines – 11th Avenue, Corner 39th Street, Bonifacio Triangle, Bonifacio Global<br><br>City, Taguig City, Manila
Universal Philippines Body Care, Inc. PHP100.00 7
Philippines – Manggahan Light Industrial Park, A. Rodriguez Avenue, Bo.<br><br>Manggahan, Pasig City
Unilever RFM Ice Cream, Inc. (50) PHP1.00 29
PHP1.00 103
Philippines – Four/Neo, 12th Floor, Fourth Avenue, Bonifacio Global City, Barangay<br><br>Fort Bonifacio, Taguig 1634, Metro Manila
Gronext Technologies Phils., Inc. PHP1.00 7
Poland – Jerozolimskie 134, 02-305, Warszawa
Unilever Polska Sp. z o.o. PLN50.00 1
Unilever Poland Services Sp. z o.o. PLN50.00 1
Unilever Polska S.A. PLN10.00 1
Puerto Rico – Professional Services Park 997, San Roberto St., Suite 7, San Juan
Unilever de Puerto Rico, Inc.° USD100.00 1
Qatar – Almana & Partners WLL Building, Area No. 43, Al Mamoura, PO Box 49
Unilever Qatar LLC QAR1,000.00 1
Romania – Ploiesti, 291 Republicii Avenue, Prahova County
Unilever Romania S.A. (99.93) ROL0.10 1
Unilever South Central Europe S.A. ROL260.50 1
Romania – 121 Cernăuţi Street, Suceava 720089
Betty Ice SRL RON10.00 1
Romania – Bvd. Republicii 291, Camera 15, Corp C6
Betty Ice Distributie SRL RON10.00 1
Romania – Bucuresti, Sector 2, Barbu Vacarescu 301-311, Cladirea AFI Lakeview,<br><br>Biroul , E-8-A11
Good People SA (75) (in liquidation) RON10.00 1
Saudi Arabia – PO Box 5694, Jeddah 21432
Binzagr Unilever LimitedX (49) SAR1,000.00 1
Scotland – c/o Brodies LLP, Capital Square, 58 Morrison Street, Edinburgh EH3 8BP
Twenty Nine Capital Partners (SLP) Limited<br><br>Partnership∞ 4
Unilever Ventures (SLP) General Partner Limited GBP1.00 1
Unilever Ventures III (SLP) Limited Partnership∞<br><br>(14.098) 4
Twenty Nine Capital Partners (SLP) V Limited<br><br>Partnership∞ 4
Serbia – Belgrade, Serbia, Omladinskih brigada 90b – Novi Beograd
Unilever Beograd d.o.o. 13
Singapore – 18 Nepal Park, 139407
Unilever Asia Private Limited SGD1.00 1
Unilever Singapore Pte. Limited No Par Value 1
UPD Singapore Pte. Ltd. SGD1.00 1
Gronext Technologies Pte. Ltd. No Par Value 1
Singapore – 1 Maritime Square, #09-34/35, Harbourfront Centre, 099253
Paula’s Choice Singapore, SEA Pte. Ltd. SGD1.00 1
Slovakia – Karadzicova 10, 821 08 Bratislava
Unilever Slovensko, spol. s. r.o. EUR1.00 1
South Africa – 15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office<br><br>Estate, La Lucia, 4051
Unilever Market Development (Pty) Limited ZAR1.00 1
Unilever South Africa (Pty) Limited ZAR2.00 1
Unilever South Africa Holdings (Pty) Limited ZAR1.00 1
ZAR1.00 2
ZAR1.00 3
Aconcagua 14 Investments (RF) (Pty) Limited ZAR1.00 1
South Africa – Oakhurst Office Park, 11-13 St Andrews Road, Parktown,<br><br>Johannesburg 2193
UPD South Africa (Pty) Limited (60) No Par Value 1
Spain – C/ Tecnología 19, 08840 Viladecans
Unilever España S.A. EUR48.00 1
Spain – C/ Felipe del Río, 14 – 48940 Leioa
Unilever Foods Industrial España, S.L.U. EUR600.00 1 Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
Sri Lanka – 258 M Vincent Perera Mawatha, Colombo 14
Unilever Merchandising Private Limited LKR100.00 1
Ceytea (Private) Limited LKR10.00 1
Lever Brothers (Exports and Marketing) (Private)<br><br>Limited° LKR2.00 1
Premium Exports Ceylon (Private) Limited LKR10.00 1
Unilever Ceylon Services (Private) Limited LKR10.00 1
Unilever Lanka Consumer Limited LKR10.00 1
Unilever Sri Lanka Limited° LKR10.00 1
Sudan – Property No. 125, Block 2, Industrial Area, Kafori District, Bahri, Kafori
Unilever Sudanese Investment Company SDG10,000.00 1
Sweden – Box 1056, Svetsarvägen 15, 171 22, Solna, Stockholm
Alberto Culver AB SEK100.00 1
Unilever Holding AB SEK100.00 1
Unilever Produktion AB SEK50.00 1
Unilever Sverige AB SEK100.00 1
The Magnum Ice Cream Company Sweden AB SEK1.00 1
Sweden – Karlavagen 104, 115 26 Stockholm
Blueair AB SEK100.00 2
Switzerland – Bahnhofstrasse 19, CH 8240 Thayngen
Knorr-Nährmittel Aktiengesellschaft CHF1,000.00 1
Unilever Schweiz GmbH CHF100,000.00 1
Switzerland – Spitalstrasse 5, 8200 Schaffhausen
Helmsman Capital AG CHF1,000.00 1
Unilever ASCC AG USD1,190.3345 1
Unilever Finance International AG EUR1,077.4701 1
Unilever Business and Marketing Support AG CHF1,000.00 1
Unilever Overseas Holdings AG EUR1,077.4701 1
Unilever Schaffhausen Service AG CHF1,000.00 1
Unilever Swiss Holdings AG CHF1,000.00 1
Unilever Supply Chain Company AG CHF1,000.00 1
Switzerland – Hinterbergstr. 30, CH-6312 Steinhausen
Oswald Nahrungsmittel GmbH CHF800,000.00 1
Taiwan – 15F, No. 39, Sec. 2, Dunhua S. Road, Da’an District, Taipei City
Unilever Taiwan Limited (99.92) TWD10.00 1
Taiwan – RM 1, 8 F, No. 186, Sec. 1, Zhangmei Rd, Changhua City, Changhua County<br><br>50062, Taiwan (R.O.C.)
Paula's Choice Taiwan Co., Limited TWD27.00 1
Tanzania – Plot No. 4A, Nyerere Road, Dar Es Salaam, PO Box 40383
Unilever Tanzania Limited TZS20.00 1
Thailand – 161 Rama 9 Road, Huay Kwang Sub-District, Huay Kwang District,<br><br>Bangkok 10310
Unilever Thai Holdings Limited THB100.00 1
Unilever Thai Trading Limited THB100.00 1
Thailand – 989 Siam Piwat Tower, Level 12A, Area No. B1-B2, Office No. 1225, Rama<br><br>1 Road, Pathum Wan Sub-District, Pathum Wan District, Bangkok
UPD (Thailand) Limited THB100.00 1
Thailand – 21/39 Soi Ladpraw 15, Chom Phon, Chatuchak, Bangkok, 10900
Gronext Technologies (Thailand) Limited THB100.00 1
Trinidad & Tobago – Albion Plaza, 3rd Floor, 22-24 Victoria Avenue, Port of Spain
Unilever Caribbean Limited (50.01) TTD1.00 1
Tunisia – Z.I. Voie Z4-2014, Mégrine Erriadh – Tunis
Unilever Tunisia S.A. (99.78) TND6.00 1
Unilever Maghreb Export S.A. (99.76) TND5.00 1
Tunisia – Z.I. Voie Z4, Megrine Riadh, Tunis, 2014
UTIC Distribution S.A. (99.78) TND10.00 1
Turkey – İnkılap Mahallesi, Dr. Adnan Büyükdeniz Cad, No: 13, Ümraniye İstanbul
Unilever Gida Sanayi ve Ticaret AŞo (99.98) TRY0.01 1
Unilever Sanayi Ve Ticaret Türk AŞo (99.98) TRY0.01 1
Besan Besin Sanayi ve Ticaret AŞ (99.99) TRY0.01 1
Unilever Hizli Tuketim Urunleri Satis Pazarlama ve<br><br>Ticaret Anonim Sirketi (99.99) TRY1.00 1
206 Unilever Annual Report on Form 20-F 2024
--- ---
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- GROUP COMPANIES
---
Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
Uganda – DFCU Towers, 5th Floor, Plot 26 Kyadondo Road, Industrial Area, PO Box<br><br>3515, Kampala
Unilever Uganda Limited UGX20.00 1
Ukraine – 03150, Velyka Vasylkyvska 139
Unilever Ukraine LLC UAH1.00 1
United Arab Emirates – PO Box 17053, Jebel Ali, Dubai
Severn Gulf FZCOX (50) AED100,000.00 1
Unilever Gulf FZE AED1,000,000.00 1
United Arab Emirates – Office No. 901, owned by Easa Saleh AlGurg LLC, Deira,<br><br>Riqqa AlBateeen
Unilever Binzagr Gulf General Trading LLCX (50) AED1,000.00 1
Unilever General Trading LLC AED1,000.00 1
United Arab Emirates – Warehouse No. 1.2, Dubai Industrial Park – Seeh Shwaib 2
Unilever Home & Personal Care Products<br><br>Manufacturing LLCX (49) AED1,000.00 1
United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201
Alberto-Culver Company No Par Value 1
Alberto-Culver International, Inc. USD1.00 1
Alberto-Culver USA, Inc. No Par Value 1
BC Cadence Holdings, Inc. USD0.01 7
Ben & Jerry’s Gift Card, LLC 13
Ben & Jerry’s Franchising, Inc. USD1.00 7
Ben & Jerry’s Homemade, Inc. USD1.00 7
Conopco, Inc. USD1.00 7
Kate Somerville Holdings, LLC 13
Kate Somerville Skincare LLC 13
Kensington & Sons, LLC No Par Value 13
Living Proof, Inc. USD0.01 7
Pantresse, Inc. USD120.00 7
REN USA Inc. No Par Value 7
Skin Health Experts, LLC 13
St. Ives Laboratories, Inc. USD0.01 1
The Laundress, LLC 13
Unilever Bestfoods (Holdings) LLC 13
Unilever Capital Corporation USD1.00 1
Unilever North America Supply Chain Company, LLC 13
Unilever United States, Inc. USD0.3333 7
USD73.50 22
Unilever Ventures Advisory LLC 13
US Health & Wellbeing LLC No Par Value 13
Yasso, Inc. USD0.01 7
Yasso Holdings, Inc. USD0.01 7
United States – 1535 Beachey Pl Carson, CA 90746
Dermalogica, LLC 13
United States – 2121 Park Place, First Floor El Segundo, CA 90245
Murad LLC 13
United States – 125 S Clark, Suite 2000, Chicago, IL 60603
Blueair Inc. No Par Value 1
United States – 2816 S. Kilbourne Avenue, Chicago, IL 60624
Unilever Illinois Manufacturing, LLC 13
United States – 2900 W. Truman Boulevard, Jefferson City, MO 65109
Unilever Manufacturing (US), Inc. No Par Value 7
United States – 40 Merritt Boulevard, Trumbull, CT 06611
Unilever Trumbull Holdings, Inc. USD1.00 7
Unilever Trumbull Research Services, Inc. USD1.00 1
USD1.00 34
United States – 60 Lake Street, Suite 3N, Burlington, VT 05401
Seventh Generation, Inc. USD0.001 7
United States – 605 5th Ave S, Ste 800, Seattle, WA 98104-388
Paula’s Choice, Inc. USD0.001 7
USD0.001 22 Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
United States – 705 5th Avenue South, Suite 200, Seattle, WA 98104
Paula’s Choice, LLC 13
United States – c/o The Corporation Trust Company, Corporation Trust Center, 1209<br><br>Orange Street, Wilmington, Delaware, 19801, New Castle County
Cocotier, Inc. USD0.001 7
Nature Delivered Inc. USD0.01 7
Nirvana Holdco LLC (80) 7
Nirvana Intermediate LLC (80) 7
Nutraceutical Wellness, Inc. (80) USD0.001 7
The Uncovery, LLC 13
Aquis, LLC 13
Heat Enterprise Holdings Inc USD0.00001 23
K18, Inc. USD0.00001 23
Biomimetek, Inc. USD0.00001 23
United States – 1501 Lincoln Blvd, #1064 Venice, CA 90291
Kingdom Animalia, LLC 13
United States – 11 Ranick Drive South, Amityville, NY 11701
Sundial Brands, LLC 13
Madam C.J. Walker Enterprises, LLC 13
Nyakio, LLC 13
United States – 415 Jackson Street, Floor 2, San Francisco, CA 94111
Olly Public Benefit Corporation USD0.00001 7
United States – 32 West Loockerman Street, Dover, DE 19801
Tatcha, LLC 13
United States – 2121 Park Place, 1st Floor, El Segundo, CA 90245
The LIV Group, Inc. USD0.01 7
United States – 4056 Del Rey Avenue, Marina Del Rey, CA 90292
SmartyPants, Inc. No Par Value 7
United States – 1169 Gorgas Avenue, Suite A, San Francisco, CA 94129
Welly Health PBC (51) USD0.00001 7
USD0.00001 22
United States – 1675 South Street, Suite B, City of Dover, DE 19901
Onnit Labs, Inc. USD0.01 7
United States – 8 The Green STE R, City of Dover, Kent County, Delaware, 19901
Brand Evangelists for Beauty Inc.∆ (68.03) USD0.01 23
Uruguay – Complejo World Trade Center de Montevideo, Torre IV, Calle Luis<br><br>Bonavita Nro. 1266, Piso 31, Oficina 3101, Montevideo, CP 11.300
Unilever Uruguay SCC S.A. UYU1.00 1
Uruguay – Edificio World Trade Center Free Zone Torre II, Piso 11, Unidad 1133, Dr.<br><br>Luis Bonavita 1294, Montevideo, C.P. 11.300
Unilever America Latina S.A. UYU1.00 1
Venezuela – Torre BOD, Piso 15, La Castellana, Caracas, Bolivarian Republic of<br><br>Venezuela
Unilever Andina Venezuela S.A. VES0.000001 1
Vietnam – Lot A2-3, Tay Bac Cu Chi Industry Zone, Tan An Hoi Ward, Cu Chi District,<br><br>Ho Chi Minh City
Unilever Vietnam International Company Limited VND863,104,820,00<br><br>0.00 13
Vietnam – No. 156, Nguyen Luong Bang Street, Tan Phu Ward, District 7, Ho Chi<br><br>Minh City
Unicorn Market Place Vietnam Company Limited (in<br><br>liquidation) VND207,819,496,31<br><br>1 13
Vietnam – 3rd Floor, The Sun Building, No. 3 Me Tri Street, Me Tri Ward, Nam Tu<br><br>Liem District, Hanoi
Paula’s Choice Vietnam Company Limited VND 6,879,000,000 13
Zambia – Stand 2375, Corner Addis Ababa Drive & Great East Road, Show Grounds,<br><br>Lusaka
Unilever South East Africa Zambia Limited ZMK2.00 34
ZMK2.00 1
Zambia – Stand No. 3027, Nakambala Road Industrial Site, PO Box 71570, Ndola
Chesebrough-Ponds (Private) Limited 1
Zimbabwe – 2 Stirling Road, Workington, Harare
Unilever – Zimbabwe (Pvt) Limited∆ ZWD0.002 1
SUBSIDIARY UNDERTAKINGS NOT INCLUDED IN THE CONSOLIDATION
Unilever Annual Report on Form 20-F 2024 207
--- ---
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- GROUP COMPANIES
---
Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
Brazil – Av Das Nacoes Unidas, 14261 4º Andar Ala B, Vila Gertrudes, Cep<br><br>04792-000, Sao Paulo
Unileverprev Sociedade De Previdencia Privada No Par Value 13
Canada – 66 Wellington Street West, Suite 5300, Td Bank Tower, Toronto, Ontario,<br><br>M5K1E6
Magnum ICC CA Ltd CAD1.00 7
England and Wales – Unilever House, 100 Victoria Embankment, London EC4Y 0DY
Unilever Fragrance Limited GBP1.00 1
England and Wales – 1 More London Place, London SE1 2AF
Unidis Twenty Six Limited (in liquidation) GBP1.00 1
Unidis Sixty Four Limited (in liquidation) GBP1.00 1
England and Wales – Port Sunlight, Wirral, Merseyside CH62 4ZD
The Magnum Ice Cream Company UK Trading Limited GBP1.00 1
The Magnum Ice Cream Company Manufacturing UK<br><br>Limited GBP1.00 1
The Magnum Ice Cream Company R&D United<br><br>Kingdom Limited GBP1.00 1
The Magnum Ice Cream Company Limited GBP1.00 1
Germany – Rotebühlplatz 21, 70178 Stuttgart
TIGI Haircare GmbH EUR25,600.00 1
Germany – Wiesenstraße 21. 40549 Düsseldorf
Living Proof GmbH EUR1.00 1
Ghana – Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema, PO Box 721, Tema
Unilever Oleo Ghana Limited GHC2.250 1
India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400 099
Hindustan Unilever Foundation (61.90) INR10.00 1
Indonesia – Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard Barat,<br><br>BSD City, Tangerang, 15345
PT The Magnum Ice Cream Indonesia IDR10,000,000.00 1
Kenya – Commercial Street, PO Box 40592-00100, Nairobi
Union East African Trust Limited KES20.00 1
Myanmar – No. 40-41, Min Thate Hti Kyaw Swar Street, 35 Ward, Shwe Pyi Thar<br><br>Industrial Zone (2), Shwe Pyi Thar Township, Yangon Region
Lever Brothers (Burma) Limited MMK500,000.00 1
Netherlands – Weena 455, 3013 AL Rotterdam
The Magnum Ice Cream Company HoldCo 1<br><br>Netherlands B.V. EUR1.00 1
The Magnum Ice Cream Company HoldCo 2<br><br>Netherlands B.V. EUR1.00 1
Pakistan – Avari Plaza, Fatima Jinnah Road, Karachi, 75530
The Magnum Ice Cream Company Pakistan Limited PKR10.00 1
Sri Lanka – 258 M Vincent Perera Mawatha, Colombo 14
Maddema Trading Company (Private) Limited (in<br><br>liquidation) LKR10.00 1
R.O. Mennell & Co. (Ceylon) (Private) Limited (in<br><br>liquidation) LKR10.00 1
Switzerland – Bahnhofstrasse 19, 8240 Thayngen
The Magnum Ice Cream Company Switzerland AG CHF100,000.00 1
Thailand – No. 161 Rama 9 Road, Huai Khwang Sub-District, Huai Khwang District,<br><br>Bangkok
The Magnum Ice Cream (Thailand) Company Limited THB100,000.00 1
United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201
Unilever AC Canada Holding, Inc. USD10.00 1
Unilever United States Foundation, Inc. 13
United States – 1209 Orange Street, Wilmington, Delaware 19801
Magnum ICC US, LCC 13
Magnum ICC US Holdco, LLC 13
Magnum ICC US SpinCo, LLC 13
ASSOCIATED UNDERTAKINGS
Australia – Level 1, 569 Church Street, Richmond, VIC, 3121
SNDR PTY LTD∆◊ (72.98) No Par Value 58
Australia – Floor 1, 101 Moray Street, South Melbourne, 3205
Straand Pty Ltd∆◊ (100) No Par Value 107 Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
(12.05) No Par Value 109
Bahrain – Shop 61, Building 866, Road 3618, Block 436 Alseef Manama
Unilever Bahrain Co. W.L.L. (49) BHD50.00 1
Brazil – Avenida Engenheiro Luiz Carlos Berrini, 105, 16th floor, Ed. Berrini One,<br><br>Cidade das Monções, São Paulo, SP, Brazil, ZIP Code: 04571-010
Gallo Brasil Distribuição e comércio Limitada (55) BRL1.00 7
Canada – Suite 300-171 West Esplanade, North Vancouver, British Columbia Canada<br><br>V7M 3K9
A&W Root Beer Beverages Canada Inc.◊ (40) No Par Value 38
Canada – 229 Amesbury Gate, Bedford, Nova Scotia, B4B 0R8
The 7 Virtues Beauty Inc.∆◊ (64.29) No Par Value 58
(11.79) No Par Value 119
Canada – 1400-160 Bloor Street East, Toronto, ON M4W 3R2
Food Service Direct Logistics Canada, Inc.◊ (60) CAD1.00 7
Cyprus – 2 Marcou Dracou Street, Engomi Industrial Estate, 2409 Nicosia
Unilever PMT Limited∆ (49) EUR1.71 2
EUR1.71 3
England and Wales – 100 Victoria Embankment, Blackfriars, London EC4Y 0DY
Uflexreward Holdings LimitedΔ (99.64) GBP0.001 35
GBP0.001 21
GBP0.001 120
Uflexreward LimitedΔ (99.64) GBP0.001 1
England and Wales – Unit 1.8 & 1.9, The Shepherds Building, Charecroft Way,<br><br>London W14 0EE
SCA Investments Holdings Limited∆◊ (15.61) GBP0.001 40
(25.19) GBP0.001 41
(3.63) GBP0.001 42
(5.31) GBP0.001 112
England and Wales – 2nd Floor, 5 Jubilee Place, Chelsea, London SW3 3TD
Trinny London Limited∆◊ (54.88) GBP0.01 58
(32.32) GBP0.01 71
England and Wales – 126b Olympic Avenue, Milton, Abingdon, OX14 4SA
P2i Limited∆◊ (12.89) GBP0.000001 1
(5.44) GBP0.000001 44
(5.44) GBP0.000001 46
(4.20) GBP0.000001 52
(4.20) GBP0.000001 50
(2.44) GBP0.000001 102
(50) GBP1.0000 80
England and Wales – Odeon House, 146 College Road, Harrow, HA1 1BH
Clean Beauty Co Ltd∆◊ (69.76) GBP0.0001 97
(26.52) GBP0.0001 58
(13.21) GBP0.0001 87
England and Wales – 2 Leman Street, London, England, E1W 9US
Penhros Bio Limited◊ (32) GBP1.00 1
England and Wales – 6 Snow Hill, London, EC1A 2AY
VHSquared Limited◊ (in liquidation) (39.47) GBP0.01 1
(1.79) GBP0.01 57
(17.86) GBP0.01 36
France – 13 Avenue Morane Saulnier, 78140 Velizy Villacoublay
Pegase S.A.S. (25) EUR5,000.00 1
France – 7 rue Armand Peugeot, 92500 Rueil-Malmaison
Relais D’or Centrale S.A.S. (49.99) No Par Value 1
Germany – Beerbachstraße 19, 91183 Abenberg
Hans Henglein & Sohn GmbH◊ (50) EUR100,000.00 1
Henglein & Co. Handels-und Beteiligungs GmbH & Co.<br><br>KG◊ (50) 4
Henglein Geschäftsführungsgesellschaft mit<br><br>beschränkter Haftung◊ (50) DEM50,000.00 1
Nürnberger Kloßteig NK GmbH & Co. KG◊ (50) 4
Henglein NRW GmbH◊ (50) DEM250,000.00 1
208 Unilever Annual Report on Form 20-F 2024
--- ---
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- GROUP COMPANIES
---
Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
Germany – Lauchaer Straße 1, 06647 An der Poststraße OT Klosterhaeseler
Henglein GmbH & Co. KG◊ (50) DEM50,000.00 1
Germany – Neue Burg 1, 20457 Hamburg
Dollar Shave Club GmbH (in liquidation) (35) EUR25,000.00 1
India – 1st & 2nd Floor, Kagalwala House, Plot No. 175, CST Road, Kalina, Bandra<br><br>Kurla, Santacruz East Mumbai, Mumbai 400098
Peel-Works Private Limited∆◊ (48.15) INR30.00 63
(16.66) INR30.00 70
(14.65) INR30.00 32
India – 1st Floor Lodha, i-Think Techno Campus, A Wing, Chirak Nagar, Thane MH<br><br>400607
Pureplay Skin Sciences (India) Private Limited∆◊ (0.1) INR10.00 75
(100) INR100.00 73
(100) INR100.00 64
(6.54) INR100.00 65
(8.75) INR100.00 106
India – Plot No. D 5, Road No. 20, Marol MIDC, Andheri East, Mumbai 400093
Scentials Beautycare & Wellness Ltd∆◊ (63.43) INR10.00 73
(0.10) INR10.00 75
India – 15 Ambika Nagar, Sector 4, Hiran Magri, Udaipur, Rajasthan 313002
Derma Goodness Private Limited∆◊ (0.2) INR10.00 75
(97.93) INR100.00 110
India – Z-44, Panchasayar, P-210-4-1, Panchasayar, Kolkata, WB 700094
Wellness Ville Private Limited∆◊ (0.10) INR10.00 75
(92.11) INR10.00 118
India – 28 B.T. Road, Cossipore Chiria, More Kolkata, WB 700002
Rabiko Lifestyle Private Limited∆◊ (0.02) INR10.00 75
(100.00) INR10.00 114
India – A-2004, Floor-20, Plot-141, Phoenix Tower-A, S.B. Marg, Delisle Road, Lower<br><br>Parel West, Mumbai 400013
Nutritionalab Private Limited (13.31) INR10.00 1
India – Ground Floor, Plot No. 57, Industrial Area Phase I, Chandigarh 160002
Zywie Ventures Private Limited (33.02) INR10.00 1
India – 109, Floor 1, Plot 16, Vithaldas Chamber, Mumbai Samachar Marg Bombay<br><br>Stock Exchange, Fort, Mumbai, Maharashtra- 400001
ClayCo Cosmetics Private Limited∆◊ (100) INR10.00 114
(0.1) INR10.00 75
India – B/902, Anmol Tower, Off S.V. Rd, Goregaon West, Mumbai, Maharashtra,<br><br>400104
Poptech Growth Private Limited∆◊ (0.01) 75
(37.50) 127
Indonesia – Jalan Srengseng Raya Nomor 55A, Rukun Tetangga 001, Rukun Warga<br><br>002, Kelurahan Srengseng, Kecamatan Kembangan, Jakarta Barat 11630
PT Anugrah Mutu Bersama◊ (40) IDR1,000,000.00 1
Iran – Second Floor, No. 23, Corner of 33rd Street, Zagros Street, Argentina Square,<br><br>Tehran
Unilever-Golestan Foods (Private Joint Stock<br><br>Company)(51) IRR1,000,000.00 1
Ireland – 70 Sir John Rogerson’s Quay, Dublin 2
Pepsi Lipton International Limited∆ EUR1.00 53
EUR1.00 54
EUR1.00 79
EUR1.00 121
EUR1.00 122
EUR1.00 123
EUR1.00 124
Israel – Kochav Yokneam Building, 4th Floor, PO Box 14, Yokneam Illit 20692
IB Ventures Limited∆ (99.74) ILS1.00 14
Italy – Via Quercete, n.a. 81016, San Potito Sannitico (CE)
P2P S.r.l (50) EUR1.00 1
Luxembourg – 5 Heienhaff, L-1736 Senningerberg
Helpling Group Holding S.à r.l.∆◊ (34.06) EUR1.00 60
(1.37) EUR1.00 33 Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
(6.13) EUR1.00 125
Mauritius – c/o Apex Fund Services (Mauritius) Ltd, 4th Floor, 19 Bank Street,<br><br>Cyber City, Ebene 72201
Capvent Asia Consumer Fund Limited∆ (40.41) (in<br><br>liquidation) USD0.01 78
Netherlands – 1016CG Amsterdam, Heregracht 346 A
Inde Wild B.V.∆◊ (61.77) EUR0.01 111
Oman – PO Box 1711, Ruwi, Postal Code 112
Towell Unilever LLC (49) OMR1.00 1
Philippines – 11th Avenue Corner, 38th Street, Bonifacio Triangle, Bonifacio Global<br><br>City, Taguig City, Metro Manila
Sto Tomas Paco Land Corp∆◊ (40) PHP1.00 7
(40) PHP10.00 46
(40) PHP20.00 44
Cavite Horizons Land, Inc.◊ (35.10) PHP1.00 7
PHP10,000.00 46
Philippines – Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo.<br><br>Manggahan, Pasig City
WS Holdings Inc.∆◊ PHP1.00 29
PHP1.00 103
Selecta Walls Land Corp∆◊ PHP10.00 29
PHP10.00 103
Portugal – Largo Monterroio Mascarenhas, 1,1099–081 Lisboa
Fima Ola – Produtos Alimentares, S.A. (55) EUR4,125,000.00 1
Gallo Worldwide, Limitada (55) EUR550,000.00 5
Grop – Gelado Retail Operation Portugal, Unipessoal,<br><br>Limitada (55) EUR50,000.00 1
Transportadora Central do Infante, Limitada (54) EUR27,000.00 5
Unilever Fima, Limitada (55) EUR14,462,336.00 5
Victor Guedes – Industria e Comercio, S.A. (55) EUR275,000.00 1
Fima Dressings Unipessoal, Lda (55) EUR50,000.00 1
Saudi Arabia – PO Box 22800, Jeddah 21416
Binzagr Unilever Distribution Company Limited (49) SAR1,000.00 1
Singapore – 3 Phillip Street, #14-05 Royal Group Building, 048693
YOU Private Limited∆◊ (33.33) 76
(33.56) 45
Singapore – 20A Tanjong Pagar Road, 088443
ESQA Corp Pte Ltd∆◊ (60) 73
(100) 76
Sweden – Sturegatan 38, Stockholm, 11436
SachaJuan Haircare AB∆◊ (69.5) SEK1.00 9
United Arab Emirates – PO Box 49, Dubai
Al Gurg Unilever LLC (49) AED1,000.00 1
United Arab Emirates – PO Box 49, Abu Dhabi
Thani Murshid Unilever LLC (49) AED1,000.00 1
United States – c/o Resident Agents Inc. 8 The Green, STE R, Dover, Kent, Delaware,<br><br>19901
Discuss IO Inc.◊ (7.77) USD0.0001 7
(16.78) USD0.0001 111
(50.53) USD0.0001 58
United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201
Pepsi Lipton Tea Partnership (50) 4
Food Service Direct Logistics, LLC (40) 13
(17.83) USD0.0001 55
(17.83) USD0.0001 58
United States – c/o The Company Corporation, 251 Little Falls Drive, Wilmington,<br><br>DE, New Castle 19808
Equilibria, Inc.∆◊ (20.00) USD0.00001 98
FabFitFun Inc.∆◊ (68.18) USD0.001 6
(7.48) USD0.001 100
Outliers, Inc.∆◊ (58.77) USD0.00001 62
(31.35) USD0.00001 113
Perelel, Inc.∆◊(64.71) USD0.00001 97
(68.42) USD0.00001 58
Unilever Annual Report on Form 20-F 2024 209
--- ---
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- GROUP COMPANIES
---
Name of<br><br>Undertaking Nominal<br><br>Value Share<br><br>Class<br><br>Note
--- --- ---
True Botanicals, Inc.∆◊ (51.23) USD0.0001 62
Hung Vanngo Beauty, Inc.∆◊ (24.95) USD0.00001 59
United States – c/o Cogency Global Inc, 850 New Burton Road, in the City of Dover,<br><br>County of Kent, Delaware
Volition Beauty Inc.∆◊ (66.44) USD0.0001 58
United States – c/o The Corporation Trust Company, Trust Center, 1209 Orange<br><br>Street, Wilmington, Delaware, 19801, New Castle County
Koco Life LLC∆◊ (26.19) 104
(41.15) 105
New Voices Fund LP◊ (32.90) 4
Oak Essentials Holdco, Inc.∆◊ (37.5) USD0.0001 58
Lemme, Inc.∆◊ (24.95) USD0.0001 62
United States – c/o A Registered Agent, Inc, 8 The Green, Ste A, Dover, Kent, DE,<br><br>19901
Clean Beauty for All, Inc.∆◊ (21.73) USD0.0001 62
(41.99) USD0.0001 95
(62.35) USD0.0001 51
(67.85) USD0.0001 96
OneSkin, Inc.∆◊ (28.57) USD0.00001 58
(4.69) USD0.00001 7
United States – 11150 Santa Monica Boulevard, Suite 400, Los Angeles, CA 90025
Gateway Personal Care Parent, LLC USD1.00 6
United States – National Registered Agents Inc., 1209 Orange Street, Wilmington,<br><br>New Castle, Delaware 19801
Mealogic, Inc.∆◊ (37.5) USD0.00001 58
United States – 131 Continental Drive Suite 305, Newark, Newcastle, DE, 19713
Create Wellness, Inc.∆◊ (90) USD0.00001 62
United States – Northwest Registered Agent Service, Inc., 8 The Green, St, Dover,<br><br>Kent, DE, 19901
Eetho Brands Inc.∆◊ (24.95) USD0.0001 58
210 Unilever Annual Report on Form 20-F 2024
--- ---
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- GROUP COMPANIES
---

Notes:

1:  Ordinary, 2: Ordinary-A, 3: Ordinary-B, 4: Partnership, 5: Quotas, 6: Class-A Common, 7: Common, 8: Class A, 9: Class B, 10: Class C, 11: Class II Common, 12: Class III Common, 13:

Membership Interest, 14: Preference, 15: Redeemable Preference, 16: Limited by Guarantee, 17: C Ordinary Shares, 18: Viscountcy, 19: B3 Ordinary, 20: Series C-1 Pref, 21: Ordinary-C, 22:

Preferred, 23: Common Stock, 24: Redeemable Preference Class B, 25: Special, 26: Cumulative Preference, 27: 5% Cumulative Preference,        28: Non-Voting Ordinary B, 29: Common B,

30: Management, 31: Dormant, 32: Series C1 Preference, 33: Series D-2, 34: Cumulative Redeemable Preference, 35: A-Ordinary, 36: Preferred Ordinary, 37: Com, 38: Class Common-B,

39: Series A Participating Preference, 40: H-Ordinary, 41: I-Ordinary, 42: J-Ordinary, 43: Series A Preferred Convertible, 44: A Preference, 45: Series B1 CCPS, 46: B Preference, 47: Series

A-5, 48: Series C-2 Preferred, 49: A-4 Com, 50: D Preference, 51: Series A-3 Preferred, 52: C Preference, 53: E Ordinary, 54: G Preferred, 55: Series Seed, 56: Nominal, 57: Preferred A, 58:

Series A Preferred, 59: Series Seed-2 Preferred, 60: Series C-2, 61: Series D, 62: Series A-1 Preferred, 63: Series B-2 Preference, 64: Pre Series B CCPS, 65: Series B CCPS, 66: Series C1

CPPS, 67: Series C2, 68: Office Holders, 69: Security, 70: Series B-3 Preference, 71: Series B Preferred, 72: Series Seed B CPPS, 73: Series A CCPS, 74: Series A2 CPPS, 75: Equity, 76:

Series B CCPS, 77: Series B Preferred Convertible, 78: Class A Redeemable Non-Voting Ordinary, 79: B Ordinary, 80: N Ordinary, 81: A-1 Com, 82: A-2 Com, 83: A-3 Com, 84: Series A EIS,

85: Series A Convertible Preferred, 86: Series A2 Preferred, 87: Series B2 Preferred, 88: Series C Preferred, 89: Series A1 CPPS, 90: D1 Preferred, 91: Series E, 92: Series C-2 Pref, 93:

Series B-1 Preferred, 94: Series B-2 Preferred, 95: Series A-2 Preferred, 96: Series A-4 Preferred, 97: Preferred Seed, 98: Seed-3 Preferred, 99: CCPS,100: Series A Preferred Stock, 101:

Ordinary Preferred, 102: E Preference, 103: Common A, 104: Series D-5 Preferred, 105: Series D-6 Preferred, 106: Series C CCPS, 107: Series Seed Convertible Preferred, 108: Series C-E

Preferred, 109: Series Seed 2 Convertible Preferred Shares, 110: Seed CCPS, 111: Series Seed Preferred Shares, 112: M-Ordinary, 113: Series A-9 Preferred, 114: Series Seed CCPS, 115:

Series A-1, 116: Pre-Series B CCCPS, 117: Series A CCCPS, 118: Series Seed A CCPS, 119: Series B Common Stock, 120: B1 Ordinary, 121: I Preferred, 122: K Preferred, 123:

M Preferred, 124: O Preferred 125: Series F, 126: B4 Ordinary, 127: Pre-Series A CCPS, 128: Series B Convertible Preferred, 129: Series B2 Convertible Preferred.

Ο  Indicates an undertaking directly held by PLC. All other undertakings are indirectly held. In the case of Hindustan Unilever Limited, 47.43% is directly held and the remainder of 14.47% is

indirectly held. In the case of Unilever Kenya Limited, 11.30% is directly held and the remainder of 88.70% is indirectly held. In the case of Unilever Sri Lanka Limited, 18.32% is directly held

and the remainder of 81.68% is indirectly held. In the case of Mixhold B.V., 27.71% is directly held and the remainder of 72.29% is indirectly held. In the cases of each of Unilever Gida Sanayi

ve Ticaret A.Ş. and Unilever Sanayi ve Ticaret Turk A.Ş., a fractional amount is directly held and the remainder is indirectly held. In the case of Mixhold B.V., 55.37% of the ordinary-A shares

are directly held, the remainder of 44.63% are indirectly held and the other share classes are indirectly held.

†  Shares the undertaking holds in itself.

Δ  Denotes an undertaking where other classes of shares are held by a third party.

Χ Binzagr Unilever Limited, Severn Gulf FZCO, Unilever Binzagr Gulf General Trading LLC, Unilever Home, Personal Care Products Manufacturing LLC and AlBahar United For Wholesale and

Retail Trading Company LLC are subsidiary undertakings pursuant to Section 1162(2)(b) Companies Act 2006. The Unilever Group is entitled to 50% of the profits made by Binzagr Unilever

Limited, Severn Gulf FZCO and Unilever Binzagr Gulf General Trading LLC. The Unilever Group is entitled to 80% of the profits made by Unilever Home and Personal Care Products

Manufacturing LLC.

◊ Accounted for as non-current investments within non-current financial assets.

∞ Exemption pursuant to Regulation 7 of the Partnership (Accounts) Regulations 2008.

In addition, we have revenues either from our own operations or otherwise in the following locations: Afghanistan, Aland Islands, Albania, Americas, American Samoa, Andorra, Angola, Anguilla,

Antigua and Barbuda, Armenia, Aruba, Azerbaijan, Bahamas, Barbados, Belize, Benin, Bermuda, Bhutan, Bonaire, Bosnia and Herzegovina, Botswana, British Indian Ocean Territory, British

Virgin Islands, Brunei Darussalam, Burkina Faso, Burundi, Cameroon, Cape Verde, Cayman Islands, Central African Republic, Chad, Christmas Island, Cocos (Keeling) Islands, Comoros,

Congo, Cook Islands, Curacao, Democratic Republic of Congo, Dominica, Equatorial Guinea, Eritrea, Eswatini (previously known as Swaziland), Falkland Islands (Malvinas), Faroe Islands,

Federated States of Micronesia, Fiji, French Guiana, French Polynesia, French Southern Territories, Gabon, Gambia, Georgia, Gibraltar, Greenland, Grenada, Guadeloupe, Guam, Guernsey,

Guinea, Guinea-Bissau, Guyana, Heard Island and McDonald Islands, Holy See (Vatican City State), Iceland, Iraq, Jamaica, Kiribati, Kosovo, Kyrgyzstan, Lebanon, Lesotho, Liberia, Libya,

Liechtenstein, Luxembourg, Macao, Macedonia, Madagascar, Maldives, Mali, Malta, Marshall Islands, Martinique, Mauritania, Mauritius, Mayotte, Moldova, Republic Of, Monaco, Mongolia,

Montenegro, Montserrat, Namibia, Nauru, New Caledonia, Niue, Norfolk Island, Northern Mariana Islands, Palau, Papua New Guinea, Pitcairn, Réunion, Saint Kitts and Nevis, Saint Lucia, Saint

Martin (French part), Saint Pierre And Miquelon, Saint Vincent and the Grenadines, Samoa, San Marino, Senegal, Seychelles, Sierra Leone, Sint Maarten (Dutch part), Slovenia, Solomon

Islands, Somalia, South Georgia and The South Sandwich Islands, South Sudan, Suriname, Svalbard and Jan Mayen, Tajikistan, Timor Leste, Togo, Tokelau, Tonga, Turkmenistan, Turks and

Caicos Islands, Tuvalu, Uzbekistan, Vanuatu, Virgin Islands, U.S., Wallis and Futuna, Western Sahara and Yemen.

The Unilever Group has established branches in Azerbaijan, Burkina Faso, Côte d'Ivoire, Cuba, Jordan, Kazakhstan, Lebanon, Northern Ireland, Republic of Moldova, Turkey and the UK.

Unilever Annual Report on Form 20-F 2024 211
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- Shareholder information Financial<br><br>calendar
---

ANNUAL GENERAL MEETING

Date 30 April 2025
Voting and Registration date 28 April 2025

QUARTERLY DIVIDENDS

Announcement date Ex-dividend date<br><br>for ordinary shares Ex-dividend<br><br>date for ADSs Record date Payment date
Quarterly dividend announced with the Q4<br><br>2024 results 13 February 2025 27 February 2025 28 February 2025 28 February 2025 28 March 2025
Quarterly dividend announced with the Q1<br><br>2025 results 24 April 2025 15 May 2025 16 May 2025 16 May 2025 13 June 2025
Quarterly dividend announced with the Q2<br><br>2025 results 31 July 2025 14 August 2025 15 August 2025 15 August 2025 12 September 2025
Quarterly dividend announced with the Q3<br><br>2025 results 23 October 2025 6 November 2025 7 November 2025 7 November 2025 5 December 2025

CONTACT DETAILS

Unilever PLC

100 Victoria Embankment

London EC4Y 0DY

United Kingdom

Institutional Investors telephone +44 (0)20 7822 6830

Any queries can also be sent to us electronically via

www.unilever.com/investors/contacts/

Private Shareholders can email us at

shareholder.services@unilever.com

SHAREHOLDER SERVICES

UK

Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone +44 (0) 370 600 3977
Website www.investorcentre.co.uk
FAQ and Contact Form www.investorcentre.co.uk/contactus

The Netherlands

ABN AMRO Bank N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam
Telephone +31 (0) 20 628 6070
Email corporate.broking@nl.abnamro.com

US

American Stock Transfer & Trust Company
Operations Center
6201 15th Avenue
Brooklyn, NY 11219
Toll-free number +1 866 249 2593
Direct dial +1 718 921 8124
Email db@astfinancial.com

WEBSITE

Shareholders are encouraged to visit our website, which has a wealth

of information about Unilever.

There is a section on our website designed specifically for investors. It includes

detailed coverage of the Unilever share price, our quarterly and annual results,

performance charts, financial news and investor relations speeches and

presentations. It also includes details of the conference and investor/analyst

presentations.

You can also view the Unilever Annual Report and Accounts 2024 (and the

Additional Information for US Listing Purposes) on our website, and those for

prior years.

Find out more at www.unilever.com

www.unilever.com/investorrelations

www.unilever.com/investor-relations/annual-report-and-accounts

References to information on websites in this document are included as an aid to

their location and such information is not incorporated in, and does not form part

of, this document. Any website URL is included as text only and is not an active

link.

PUBLICATIONS

Copies of the Unilever Annual Report and Accounts 2024 (and the Additional

Information for US Listing Purposes) and the Annual Report on Form 20-F 2024

can be accessed directly or ordered via the website.

www.unilever.com/investorrelations

UNILEVER ANNUAL REPORT AND ACCOUNTS 2024

The Unilever Annual Report and Accounts 2024 (and the Additional Information

for US Listing Purposes) forms the basis for the Annual Report on Form 20-F,

which is filed with the United States Securities and Exchange Commission and is

also available free of charge from their website.

www.sec.gov

Quarterly results announcements

Unilever’s quarterly results announcements are in English with figures in euros.

212 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- Additional Information for<br><br>US Listing Purposes
---

Additional information for US listing purposes

Form 20-F references
Item 1 Identity of Directors, Senior Management and Advisers n/a
Item 2 Offer Statistics and Expected Timetable n/a
Item 3 Key Information
B. Capitalisation and Indebtedness n/a
C. Reasons for the offer and use of proceeds n/a
D. Risk factors 52-59
Item 4 Information on the Company
A. History and development of the company 6-37, 65,142-144, 163-165, 185-188, 211, 216
B. Business overview 2-5, 10-33, 36-37, 51-59, 145-147, 216
C. Organisational structure 65, 191, 200-210
D. Property, plant and equipment 163-165, 216
Item 4A Unresolved Staff Comments n/a
Item 5 Operating and Financial Review and Prospects
A. Operating results 10-13, 38-47, 57-58, 176-179
B. Liquidity and capital resources 40-41, 58, 60, 120, 141, 163-165, 169, 172-186
C. Research and development, patents and licences, etc. 3, 14-33, 36-37, 148, 216
D. Trend information 2, 6-33, 52-59
E. Critical accounting estimates n/a
Item 6 Directors, Senior Management and Employees
A. Directors and senior management 66-69, 214
B. Compensation 95-117, 149-156
C. Board practices 68-77, 95-97, 214
D. Employees 3, 50, 149, 214
E. Share ownership 99-117, 155-156, 214
F. Disclosure of a registrant's actions to recover<br><br>erroneously awarded compensation n/a
Item 7 Major Shareholders and Related Party Transactions
A. Major shareholders 79, 215
B. Related party transactions 190, 215
C. Interest of experts and counsel n/a
Item 8 Financial Information
A. Consolidated statements and other financial information 121-191, 211, 215, 221
B. Significant changes 190
Item 9 The Offer and Listing
A. Offer and listing details 65, 79, 215, 219-220
B. Plan of distribution n/a
C. Markets 65
D. Selling shareholders n/a
E. Dilution n/a
F. Expenses of the issue n/a
Unilever Annual Report on Form 20-F 2024 213
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
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Item 10 Additional Information
--- --- --- --- --- --- ---
A. Share capital n/a
B. Articles of association 70-80, 107, 220
C. Material contracts 216
D. Exchange controls 216
E. Taxation 217-219
F. Dividends and paying agents n/a
G. Statement by experts n/a
H. Documents on display 211, 216
I. Subsidiary information n/a
J. Annual security report to security holders n/a
Item 11 Quantitative and Qualitative Disclosures about Market Risk 167-184, 6
Item 12 Description of Securities Other than Equity Securities
A. Description of debt securities n/a
B. Description of warrants and rights n/a
C. Description of other securities n/a
D. American Depositary Shares 219-220
Item 13 Defaults, Dividend Arrearages and Delinquencies
A. Defaults 220
B. Dividend arrearages and delinquencies 220
Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds n/a
Item 15 Controls and Procedures
A. Disclosure Controls and Procedures 80
B Annual Report on Internal Control 221
C Attestation Report 221
D Changes in Internal Control over Financial Reporting n/a
Item 16 Reserved
Item 16A. Audit Committee Financial Expert 87
Item 16B. Code of Ethics 79-80, 92-93
Item 16C. Principal Accountant Fees and Services 87-90, 221
Item 16D. Exemptions from The Listing Standards for Audit Committees n/a
Item 16E. Purchases of Equity Securities by The Issuer and Affiliated<br><br>Purchasers 79, 190, 220
Item 16F. Change in Registrant’s Certifying Accountant n/a
Item 16G. Corporate Governance 80
Item 16H. Mine Safety Disclosures n/a
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections n/a
Item 16J. Insider Trading Policies (Share Dealing Standard) 216
Item 16K. Cybersecurity 217
Item 17 Financial Statements 120-210
Item 18 Financial Statements 120-210
Item 19 Exhibits    Please refer to the Exhibit list located immediately following the signature page for this document as filed with the SEC.
214 Unilever Annual Report on Form 20-F 2024
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DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Employees

The average number of employees for the last three years is provided in note 4A on page 149. The average number of employees during 2024 included 129 seasonal

workers. We believe our relationship with our employees and any labour unions of which they may be part is satisfactory in all material respects.

Global employee share plans (SHARES)

Unilever’s global employee plan ‘SHARES’ gives eligible Unilever employees below management level the opportunity to invest between €10 and €200 per month

from their net salary in Unilever shares. For every three shares our employees buy (Investment Shares), Unilever will give them one free Matching Share, which will

vest if employees hold their Investment Shares for at least three years. The Matching Shares are not subject to any performance conditions. Executive Directors are

not eligible to participate in SHARES. As of 21 February 2025 (the latest practicable date for inclusion in this report), awards for 318,988 PLC shares were

outstanding under SHARES.

North American share plans

Unilever also maintains share plans for its North American employees that are governed by an umbrella plan referred to as the Unilever North America Omnibus

Equity Compensation Plan, which was amended and restated as of 29 November 2022 to authorise the issue of newly issued Unilever Ordinary Shares under the

Plan. These plans are the North American equivalents of the Unilever Share Plan 2017 and SHARES plans, as amended from time to time. The rules governing these

share plans are materially the same as the rules governing the Unilever Share Plan 2017 and SHARES plans, respectively. However, the plans contain non-

competition and non-solicitation covenants and they are subject to US and Canadian employment and tax laws. The plans are administered by the North America

Compensation Committee of Unilever United States, Inc. and they are governed by New York law.

The foregoing description of the Unilever North America Omnibus Equity Compensation Plan does not purport to be complete and is qualified in its entirety by

reference to the Unilever North America Omnibus Equity Compensation Plan, including all amendments thereto, filed as Exhibit 99.1 to the Form S-8 (File

No. 333-185299) filed with the SEC on 12 December 2022.

Compensation Committee

The Committee is concerned with the remuneration of the Executive and Non-Executive Directors and the tier of management directly below the Board. The

Committee also has responsibility for the cash and executive and all-employee share-based incentive plans, the Remuneration Policy and performance evaluation of

the Unilever Leadership Executive, and the periodic review of the remuneration and related policies of the wider workforce to assess alignment to PLC’s purpose,

value and strategy.

DIRECTORS AND SENIOR MANAGEMENT

Family relationship

There are no family relationships between any of our Executive Directors, members of the ULE or Non-Executive Directors.

Other arrangements

None of our Non-Executive Directors, Executive Directors or other key management personnel are elected or appointed under any arrangement or understanding

with any major shareholder, customer, supplier or others. As mentioned on page 112, Nelson Peltz, a Non-Executive Director, is the Chief Executive and founding

partner of Trian Fund Management, LP, which held interests in approximately 1.3% of Unilever’s issued share capital as at 21 February 2025.

Unilever Annual Report on Form 20-F 2024 215
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MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major shareholders

The voting rights of the significant shareholders of the Company are the same as for other holders of the class of share held by such significant shareholders.

The principal trading market upon which the Company’s ordinary shares are listed is the London Stock Exchange. The Company’s ordinary shares are also listed and

traded on Euronext Amsterdam.

In the United States, Unilever PLC American Depositary Receipts are traded on the New York Stock Exchange. Deutsche Bank Trust Company Americas (Deutsche

Bank) acts for PLC as depositary.

At 21 February 2025 (the latest practicable date for inclusion in this report), there were 1,773 registered holders of Unilever PLC American Depositary Receipts in the

United States. We estimate that approximately 40% of the Company’s ordinary shares (including shares underlying Unilever PLC American Depositary Receipts)

were held in the United States in 2024.

If you are a shareholder of the Company, your interest is in a UK legal entity, your dividends will be paid in pound sterling (converted into US dollars if you have

Unilever PLC American Depositary Receipts) and you may be subject to UK tax.

To Unilever’s knowledge, the Company is not owned or controlled, directly or indirectly, by another corporation, any foreign government or by any other legal or

natural person, severally or jointly. The Company is not aware of any arrangements the operation of which may at any subsequent date result in a change of control

of the Company.

Related party transactions

Transactions with related parties are conducted in accordance with agreed transfer pricing policies and include sales to joint ventures and associates. Other than

those disclosed in note 23 to the consolidated financial statements (and incorporated herein as above), there were no related party transactions that were material to

the Group or to the related parties concerned that are required to be reported in 2024 up to 21 February 2025 (the latest practicable date for inclusion in this report).

Dividend record

The following tables show the dividends declared and dividends paid by PLC for the last five years, expressed in terms of the revised share denominations which

became effective from 22 May 2006.

2024 2023 2022 2021 2020
Dividends declared for the year
PLC dividends
Dividend per 31/9 p £1.48 £1.48 £1.48 £1.46 £1.48
Dividend per 31/9 p (US Registry) $1.88 $1.86 $1.77 $2.00 $1.91
Dividends paid during the year
PLC dividends
Dividend per 31/9 p £1.47 £1.50 £1.45 £1.48 £1.45
Dividend per 31/9 p (US Registry) $1.86 $1.86 $1.80 $2.03 $1.85
216 Unilever Annual Report on Form 20-F 2024
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Material contracts

At the date of this Annual Report on Form 20-F, Unilever is not party to any

contracts that are considered material to its results or operations.

Exchange controls

Other than certain economic sanctions which may be in place from time to time,

there are currently no UK laws, decrees or regulations restricting the import or

export of capital or affecting the remittance of dividends or other payments to

holders of the PLC’s shares who are non-residents of the UK. Similarly, other

than certain economic sanctions which may be in force from time to time, there

are no limitations relating only to non-residents of the UK under English law

or the PLC’s Articles of Association on the right to be a holder of, and to vote in

respect of, the company’s shares.

Unilever Annual Report on Form 20-F 2024

Filed with the SEC on the SEC’s website. Printed copies are available, free of

charge, upon request to Unilever PLC, Investor Relations department, 100

Victoria Embankment, London, EC4Y 0DY United Kingdom.

Documents on display in the United States

Unilever files and furnishes reports and information with the United States SEC.

Certain of our reports and other information that we file or furnish to the SEC are

also available to the public over the internet on the SEC’s website.

2023 compared to 2022 Financial Performance

We have not included a discussion of year-over-year comparisons between 2023

and 2022 in this Annual Report on Form 20-F. This discussion can be found in

’Group Financial Review’, ’Business Group Review’, ’Planet & Society’, ’Financial

Performance’ and ’Financial Statements’ in our Annual Report on Form 20-F for

the year ended 31 December 2023 filed with the SEC on 13 March 2024.

OTHER INFORMATION ON THE COMPANY

Innovation, research and development

We have over 20,000 patents protecting the discoveries and breakthroughs that

our global team of 5,000 world-leading experts produce. We have invested

around €900 million in R&D in each of the last three years.

We strive to create superior products and consumer-relevant scalable

innovations, and help ensure efficiency and resilience in supply. Science and

technology and consumers sit at the heart of our approach to innovation. We are

building digital and automated technology into our innovation centres. For

example, our UK Materials Innovation Factory has one of the highest

concentrations of automated equipment for materials chemistry anywhere in the

world. It delivers robust and reproducible data many times faster than traditional

methods. We run virtual tests and scenarios to optimise products before the lab

and scale-up stage, bringing efficiency and cutting time to market. Our new Agile

Innovation hubs, including in Shanghai, China, use real-time consumer data to

develop new insights, then rapidly develop prototypes to test via digital

commerce in a matter of days. This provides rapid, efficient, on-trend innovation.

We are investing in real science behind our focus areas. For example, in our

world-leading research and partnerships on the microbiome, where we have

more than 100 patents. This is unlocking significant benefits and leading to new

scientific insights and product innovations, such as biome-friendly skin care

products and superior, probiotic cleaning products for the home.

R&D also underpins our sustainability goals, helping to power our move away

from petrochemicals, stop plastic pollution and ensure we source ingredients in a

sustainable way. Science, technology and innovation are required behind these

goals, from renewable materials to new bio-based ingredients to next-generation

packaging materials.

Every Unilever product is based on an innovation crafted by our experts in

collaboration with our network of partners. We translate our scientific discoveries

into everyday products that improve people’s health, confidence and wellbeing,

while taking care to reduce our impact on the planet. We are constantly evolving

alongside our consumers’ ever-changing lives and tastes, and to remain at the

cutting edge of science and technology.

Raw materials

Our products use a wide variety of raw and packaging materials, which we

source locally and internationally and which may be subject to price volatility,

either directly or as a result of movements in foreign exchange rates.

Commodity prices decreased towards the end of 2023 and into the first half of

2024, leading to negative net material inflation of €(0.4) billion

in 2024. A slight increase in the second half of the year remained well below

previous peaks. The impact of net material inflation is being offset through

increased productivity measures.

Seasonality

Certain of our businesses, such as ice cream, are subject to significant seasonal

fluctuations in sales. However, Unilever operates globally in many different

markets and product categories, and no individual element of seasonality is likely

to be material to the results of the Group as a whole.

Insider Dealing Policies (Share Dealing Standard)

Unilever has adopted insider trading policies and procedures applicable to

directors, senior management and employees that are reasonably designed to

promote compliance with applicable insider trading laws, rules and regulations

and any listing standards.

Intellectual property

We have a large portfolio of patents and trademarks, and we conduct some of

our operations under licences that are based on patents or trademarks owned or

controlled by others. We are not dependent on any one patent or group of

patents. We use all appropriate efforts to protect our brands and technology.

Competition

As a fast-moving consumer goods (FMCG) company, we are competing with a

diverse set of competitors. Some of these operate on an international scale like

ourselves, while others have a more regional or local focus. Our business model

centres on building brands which consumers know, trust, like and buy in

conscious preference to those of our competitors. Our brands command loyalty

and affinity and deliver superior performance.

Information on market share

Unless otherwise stated, market share refers to value share as opposed to

volume share. The market data and competitive position classifications are taken

from independent industry sources in the markets in which Unilever operates.

Iran-related required disclosure

Unilever operates in Iran through a non-US subsidiary. In 2024, sales in Iran

were significantly less than 0.5 per cent of Unilever’s worldwide turnover. During

the year, this non-US subsidiary had approximately €2,842,776 in gross

revenues and less than €1,168,954 in net profits attributable to the sale of

personal care and home care products to the Shahrvand Group, an entity

affiliated with the Government of Iran. Income, payroll and other taxes, duties

and fees (including for utilities) were payable to the Government of Iran and

affiliated entities and significantly less than 0.5 per cent of our total raw material

purchases were indirectly related to the Government of Iran in connection with

our operations. These two suppliers were Jovein Agriculture Industry J.S.C. and

Amlah Madani Iran, which supplied raw materials used in personal care and

home care products, including soap, shampoo and laundry products. Our non-

US subsidiary maintains bank accounts in Iran with various banks to facilitate our

business in the country and make any required payments to the Government of

Iran and affiliated entities. While we currently continue our activities in Iran, we

are continuously evaluating such activities in light of the evolving regulatory

environment.

Property, plant and equipment

The Group has interests in properties in most of the countries where there are

Unilever operations. None of these interests are individually material in the

context of the Group as a whole. The properties are used predominantly to

house production and distribution activities and as offices. There is a mixture of

leased and owned property throughout the Group. We are not aware of any

environmental issues affecting the properties that would have a material impact

upon the Group, and there are no material encumbrances on our properties.

Any difference between the market value of properties held by the Group

and the amount at which they are included in the balance sheet is not

Unilever Annual Report on Form 20-F 2024 217
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significant. We believe our existing facilities are satisfactory for our current

business, and we currently have no plans to construct new facilities or expand or

improve our current facilities in a manner that is material to the Group.

CYBER SECURITY RISK MANAGEMENT AND STRATEGY

Risk management and strategy

Unilever recognises the importance of cyber security and takes a risk-based

approach to the defence and resiliency of critical assets, business operations,

technology and data:

■Unilever has an established Cyber Security Risk Management Framework

aligned to industry-standard methodologies and control frameworks. We

promote a company-wide culture of cyber security awareness and vigilance,

and provide regular reporting on the cyber security risk posture of the

organisation to operational and business leaders, leadership executives and

key non-executives, in order to influence and promote continuous

improvement of our risk posture. Unilever’s Cyber Security Risk Management

processes are integrated into its broader enterprise-level risk management

framework and its associated reporting and monitoring, with cyber security risk

forming a central part of the principal risk ’Systems and Information’ on

page 56;

■Unilever has an established framework of Cyber Security Policies

and Standards, which are in alignment to cyber security industry frameworks.

These apply to employees, third parties, contractors, data and technology

across Unilever. Unilever Cyber Security Policies and Standards are subject to

periodic review and modifications based on any changes in risk;

■A Cyber Security Assurance team, dedicated to risk assurance, and the

Internal Audit team, conducting independent enterprise-wide risk reassurance,

assess and report on the risk posture of our key systems, services, data and

operations. The scope and frequency of the evaluations are risk-based, with

output used to influence and promote continuous improvement of Unilever’s

resilience posture, as well as provide insights to the governance of cyber risk

by the Audit Committee. The Cyber Security Assurance team is composed

of internal and external expertise (e.g. third-party assessors and consultants),

including penetration testing services and a bug bounty programme;

■Unilever requires prioritised third parties and contractors to complete initial

and periodic security assessments, with a dedicated team that monitors and

assesses risks associated with such service providers and contractors;

■Unilever’s Cyber Security function drives continuous improvement initiatives,

leveraging people, processes and technology to address emerging risks. We

also conduct resilience planning and recovery testing, aiming to bolster

preparedness for cyber security incidents; and

■While Unilever’s cyber risk management activities are aimed at reducing the

likelihood of a material cyber security incident happening, they cannot

guarantee a material event will not occur. Should a material event occur,

Unilever has a set of established and rehearsed incident response

procedures. These set out a structured, phased, tiered response for the full

incident lifecycle, including coordination with other corporate functions and

relevant senior leaders (see below). Our procedures are designed to detect

and respond in a timely manner to abnormal cyber activity in order to minimise

business impact – for example, by supporting rapid recovery of services and/

or operations, enabling legal and regulatory obligations, or reducing

reputational impact.

Our internal Cyber Security function is a global team of experienced

professionals, with a multi-channelled talent pipeline, who carry various and

multiple industry credentials, led by our Chief Information Security Officer (CISO).

Our internal team is complemented by the expertise and specialised knowledge

of a range of external partners and providers. These external providers add

support across select capabilities, all in alignment with cyber security industry

good practice frameworks.

Material cyber security risks, threats and incidents

Unilever has experienced and continues to experience cyber-attacks regularly.

However, during the year ended 31 December 2024, no known cyber security

incidents have materially affected or are reasonably likely to materially affect

Unilever.

Governance

Board Oversight

The Board of Directors oversees cyber security risk as part of its overall risk

management framework, with specific oversight provided by the Audit

Committee.

Management, primarily the Chief Enterprise Technology Officer (CETO)

and the CISO, provide cyber security briefings to the Audit Committee

on a regular (typically quarterly) basis, covering a range of topics including:

■status of ongoing cyber security controls and risk posture, and continuous

improvement initiatives;

■operational metrics, and reports and learnings, as applicable, from any cyber

security events;

■cyber security risk management frameworks, and regulatory trends and

requirements; and

■ongoing awareness of external threat landscape and trends.

The Audit Committee’s role in cyber security risk oversight is further supported by

our Internal Audit function, which provides independent re-assurance of the

effectiveness of Management’s cyber security risk handling including internal

controls systems.

Management role in cyber security risk management

Ownership of cyber security risk at Unilever sits with the Chief Financial Officer

(CFO) (until the end of 2024, this was jointly with the Chief Business Operations

Officer), who is a member of Unilever’s executive leadership team. They receive

regular, routine cyber security briefings as well as ad hoc updates as needed.

The broader executive leadership team members are informed of the cyber

security risk posture of Unilever and participate in periodic education and

awareness sessions.

The CETO and CISO report into the CFO, and are responsible for managing and

assessing Unilever’s cyber security risk. The CISO has over 20 years of

executive-level experience in information technology and cyber security, through

leadership roles in various companies. Her background includes: strategy- and

architecture-focused roles; technical experience; and expertise in material cyber

incident response. The CETO has 25 years of experience of leading global

business service and IT organisations across multiple major multinationals, with

oversight of cyber security in multiple roles.

Outputs from the cyber security risk management process, threat detection

capability, vulnerability lifecycle management, and assurance and re-assurance

activities drive enterprise-wide visibility and reporting of company performance

on cyber security risk posture, influencing and prioritising continuous risk

mitigation activities across the enterprise.

To make transparent and track the continuous risk mitigation activities across the

enterprise, a council of senior individuals and executives meets regularly and

forms the membership of the Information Protection Council (IPC). This Council

(jointly chaired by the CISO and Chief Privacy Officer) has expertise in cyber

security, information technology, enterprise risk, privacy, legal, physical security

and internal audit. The IPC actively reviews enterprise-wide cyber security risk

management prioritisation, progress and initiatives, providing key operational

unlocks and risk prioritisation decisions. These senior individuals have significant

experience and expertise across multiple industries, with special expertise in

developing and executing cyber security strategy, driving digital transformation,

managing information technology, overseeing and embedding data protection

and data privacy good practices, the embedding and oversight of financial

controls, and operating within complex regulatory and compliance environments.

The members of the IPC then drive, as appropriate to their role and

responsibilities, first and second line of defence risk reduction activities, providing

a whole-of-Unilever approach to the governance of cyber security risk, the

embedding of cyber security controls, assurance of those controls and risk

posture, and independent re-assurance of our cyber security risk posture.

TAXATION

The comments below in relation to United Kingdom and United States taxation

are based on current United Kingdom and United States federal income tax law

as applied in England and Wales and the United States respectively, and HM

Revenue & Customs (’HMRC’) and Internal Revenue Service (’IRS’) practice

(which may not be binding on HMRC or the IRS) respectively, in each case as at

the latest practicable date before the date of this document save that in relation

to the United Kingdom it is assumed that the Finance Bill, as ordered to be

printed by the United Kingdom government on 7 November 2024, will be enacted

without amendments.

This discussion does not address any United States or United Kingdom tax

consequences to shareholders and ADS holders of the separation of the Ice

Cream business, which may depend on certain details of the separation and

such tax consequences are not yet known at this time.

Taxation for US persons holding shares or American

Depositary Shares in PLC

The following notes are provided for guidance, but they do not consider

the specific circumstances of any particular shareholder or ADS holder,

nor do they address all the consequences that may be relevant to

218 Unilever Annual Report on Form 20-F 2024
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shareholders or ADS holders subject to special rules. US persons should consult

their local tax advisers, particularly in connection with potential liability to pay US

taxes on disposal, lifetime gift or bequest of their shares or American Depositary

Shares (’ADSs’). A US person is a US individual citizen or resident, a corporation

organised under the laws of the United States, any state or the District of

Columbia, or any other legal person subject to US Federal Income Tax on its

worldwide income.

United Kingdom taxation on dividends

Under United Kingdom law, income tax is not withheld from dividends paid by

most United Kingdom companies, including PLC. Shareholders of PLC, whether

resident in the United Kingdom or not, receive the full amount of the dividend

actually declared.

A non-UK resident shareholder or ADS holder holding their shares or ADSs

otherwise than in connection with any trade, profession or vocation carried on

through a branch, agency or permanent establishment in the UK will not

generally be subject to UK tax in respect of dividends paid by PLC.

United States taxation on dividends

If you are a US person, the distribution up to the amount of PLC’s earnings and

profits for US Federal Income Tax purposes will be ordinary dividend income.

Any portion of the distribution that exceeds PLC’s earnings and profits is subject

to different rules. This portion is a tax-free return of capital to the extent of your

basis in PLC’s shares or ADSs, and thereafter is treated as a gain on a

disposition of the shares or ADSs. PLC does not maintain calculations of its

earnings and profits in accordance with US Federal Income Tax accounting

principles. You should therefore assume that any distribution by PLC with respect

to the shares will be reported as ordinary dividend income. You should consult

your own tax advisers with respect to the appropriate US Federal Income Tax

treatment of any distribution received from us.

Dividends received by an individual will be taxed at a maximum rate of 15% or

20%, depending on the income level of the individual, provided the individual has

held the shares or ADSs for more than 60 days during the 121-day period

beginning 60 days before the ex-dividend date, that PLC is a qualified foreign

corporation and certain other conditions are satisfied. PLC is a qualified foreign

corporation for this purpose. In addition, an additional tax of 3.8% will apply to

dividends and other investment income received by individuals with incomes

exceeding certain thresholds. The dividend is not eligible for the dividends

received deduction allowable to corporations. The dividend is foreign source

income for US foreign tax credit purposes.

For US Federal Income Tax purposes, the amount of any dividend paid in a non-

US currency will be included in income in a US dollar amount calculated by

reference to the exchange rate in effect on the date the dividends are received

by you or the depositary (in the case of ADSs), regardless of whether they are

converted into US dollars at that time. If the non-US currency is converted into

US dollars on the day they are received, you generally will not be required to

recognise foreign currency gain or loss in respect of this dividend income.

UK taxation on capital gains

Under United Kingdom law, when you dispose of shares or ADSs you may be

liable to pay United Kingdom tax in respect of any gain accruing on the disposal.

However, if you are either:

■an individual who is not resident in the United Kingdom for the year

in question; or

■a company which is not resident in the United Kingdom when the gain accrues

you will generally not be liable to United Kingdom tax on any gains made on

disposal of your shares or ADSs.

There are exceptions to this general rule, two of which are: if the shares or ADSs

are held in connection with a trade or business which is conducted in the United

Kingdom through a branch, agency or permanent establishment; or if the shares

or ADSs are held by an individual who becomes resident in the UK having left the

UK for a period of non-residence of five years or less and who was resident for

at least four of the seven tax years prior to leaving the UK. In such cases, you

may be liable to United Kingdom tax in respect of the disposal of shares or

ADSs.

United States taxation on capital gains

If you are a US person, generally you will recognise capital gain or loss

for US Federal Income Tax purposes equal to the difference, if any,

between the amount realised on the sale and your adjusted tax basis

in the shares or ADSs, in each case as determined in US dollars.

You should consult your own tax advisers about how to determine the US dollar

value of any foreign currency received as proceeds on the sale of shares or

ADSs and the treatment of any foreign currency gain or loss upon conversion of

the foreign currency into US dollars. The capital gain or loss recognised on the

sale will be long-term capital gain or loss if your holding period in the shares or

ADSs exceeds one year. Non-corporate US persons are subject to tax on long-

term capital gain at reduced rates. The deductibility of capital losses is subject

to limitations. The rules governing foreign tax credit are complex and US persons

should consult their own tax advisers regarding the US Federal Income Tax

consequences in case non-US taxes (if any) are imposed on disposition gains.

UK inheritance tax

Under the current estate and gift tax convention between the United States and

the United Kingdom, shares or ADSs (regardless of whether they are situated in

the United Kingdom for inheritance tax purposes) held by an individual

shareholder who is:

■domiciled for the purposes of the convention in the

United States; and

■not for the purposes of the convention a national of the

United Kingdom

will generally not be subject to United Kingdom inheritance tax:

■on the individual’s death; or

■on a gift of the shares during the individual’s lifetime.

Where shares or ADSs are held on trust, they will generally not be subject to

United Kingdom inheritance tax where the settlor at the

time of the settlement:

■was domiciled for the purposes of the convention in the United States; and

■was not for the purposes of the convention a national of the United Kingdom.

An exception is if the shares or ADSs are part of the business property of a

permanent establishment of the shareholder in the United Kingdom or, in the

case of a shareholder who performs independent personal services, pertain to a

fixed base situated in the United Kingdom.

Where shares or ADSs are subject to United Kingdom inheritance tax and United

States federal gift or federal estate tax, the amount of the tax paid in one

jurisdiction can generally be credited against the tax due in the other jurisdiction.

However, the rules governing the creditability of United Kingdom inheritance tax

and United States estate taxes are complex, and shareholders and ADS holders

should consult their own advisers regarding the application of these rules in their

particular circumstances.

Where a United Kingdom inheritance tax liability is prima facie not payable by

virtue of the convention, that tax can become payable if any applicable federal

gift or federal estate tax on the shares or ADSs in the United States is not paid.

Where shares are dealt with through a clearing system or in the form of ADSs,

the situs of the shares may not be determinative of the situs of the interests held

by holders through such system or of such ADSs for United Kingdom inheritance

tax purposes. Where shares are dealt with through Euroclear Nederland, there

are arguments that the interests of participants in Euroclear Nederland will be

situated outside the United Kingdom for the purposes of United Kingdom

inheritance tax so long as Euroclear Nederland maintains the book-entry register

of such participants’ interests outside the United Kingdom, although HMRC

may not accept this analysis. Similarly, there are arguments that ADSs registered

on a register outside the United Kingdom will be situated outside the United

Kingdom for the purposes of United Kingdom inheritance tax, although again

HMRC may not accept this analysis. Shareholders to whom this may be relevant

should consult an appropriate professional adviser.

If the ADSs or the shares dealt with through Euroclear Nederland or both are not

situated in the United Kingdom, a gift of such ADSs or such shares by, or the

death of, an individual holder of such assets who is:

■Prior to 6 April 2025, neither domiciled nor deemed to be domiciled (under

certain rules relating to long residence or previous domicile) in the United

Kingdom; or

■From 6 April 2025, a ’Long-Term UK Resident’ (an ’LTR’) for UK inheritance

tax purposes (see below) will not generally give rise to a liability to United

Kingdom inheritance tax regardless of whether the estate and gift tax

convention between the United States and the United Kingdom applies. Under

the rules applicable from 6 April 2025, generally, any individual who is resident

in the UK for at least 10 of the previous 20 years will be an LTR for UK

inheritance tax purposes.

■Special rules may also apply to such ADSs or such shares dealt with through

Euroclear Nederland that are held on trust.

Unilever Annual Report on Form 20-F 2024 219
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
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UK stamp duty and stamp duty reserve tax

The statements in this section are intended as a general guide to the current

United Kingdom stamp duty and stamp duty reserve tax (’SDRT’) position.

Special rules apply to certain transactions such as transfers of the shares to a

company connected with the transferor and those rules are not described below.

Investors should also note that certain categories of person are not liable to

stamp duty or SDRT and others may be liable at a higher rate or may, although

not primarily liable for tax, be required to notify and account for SDRT under the

Stamp Duty Reserve Tax Regulations 1986.

ISSUE OF SHARES

No stamp duty or SDRT will arise on the issue of shares by PLC.

TRANSFER OF SHARES

Except in relation to clearance services and depositary receipt systems (to which

special rules outlined below apply), stamp duty at the rate of 0.5 per cent

(rounded up to the next multiple of £5) of the amount or value of the

consideration given will generally be payable on an instrument transferring PLC

shares. A charge to SDRT will also generally arise on an unconditional

agreement to transfer PLC shares (at the rate of 0.5 per cent of the amount or

value of the consideration payable). However, if within six years of the date of the

agreement becoming unconditional, an instrument of transfer is executed

pursuant to the agreement, and stamp duty is paid on that instrument, any SDRT

already paid will be refunded (generally, but not necessarily, with interest)

provided that a claim for repayment is made, and any outstanding liability to

SDRT will be cancelled. The liability to pay stamp duty or SDRT is generally

satisfied by the purchaser or transferee.

SHARES HELD THROUGH CLEARANCE SERVICES

INCLUDING EUROCLEAR NEDERLAND

Special rules apply where shares are issued or transferred to, or to a nominee or

agent for, a person providing a clearance service. In such circumstances, SDRT

or stamp duty may be charged at a rate of 1.5 per cent (the ’1.5% Charge’), with

subsequent transfers within the clearance service then being free from SDRT

and stamp duty (except in relation to clearance service providers that have made

an election under section 97A(1) of the Finance Act 1986 which has been

approved by HMRC, to which the special rules apply).

However, the 1.5% Charge does not arise in respect of (i) transfers of shares into

clearance services where such transfers are in the course of a capital-raising

arrangement (being arrangements pursuant to which securities are issued by a

company for the purpose of raising new capital), or instruments which effect such

transfers; and (ii) transfers of shares in to clearance services where such

transfers are in the course of arrangements for the first listing of the shares of a

company on a recognised stock exchange and where such arrangements do not

affect the beneficial ownership of the shares, or instruments which effect such

transfers. Accordingly, specific professional advice should be sought in relation to

the application of the 1.5% Charge.

There is an exception from the 1.5% Charge on the transfer to, or to a nominee

or agent for, a clearance service where the clearance service has made and

maintained an election under section 97A(1) of the Finance Act 1986, which has

been approved by HMRC. In these circumstances, SDRT at the rate of 0.5% of

the amount or value of the consideration payable for the transfer will arise on any

transfer of shares in PLC into such an account and on subsequent agreements

to transfer such shares within such account.

Any liability for stamp duty or SDRT in respect of a transfer into a clearance

service, or in respect of a transfer within such a service, which does arise will

strictly be accountable by the clearance service system operator or their

nominee, as the case may be, but may, in practice, be payable by the

participants in the clearance service system.

SHARES HELD IN ADS FORM

There should be no stamp duty or SDRT on an issuance of shares into a

depositary receipt system. A transfer of shares into a depositary receipt system

may be subject to SDRT, or stamp duty may be charged at a rate of 1.5 per cent,

with subsequent transfers of depositary receipts then being free from SDRT.

However, this 1.5% Charge does not arise in respect of (i) transfers of shares

into depositary receipt systems where such transfers are in the course of a

capital-raising arrangement (being arrangements pursuant to which securities

are issued by a company for the purpose of raising new capital), or instruments

which effect such transfers; and (ii) transfers of shares into depositary receipt

systems

where such transfers are in the course of arrangements for the first listing of the

shares of a company on a recognised stock exchange and where such

arrangements do not affect the beneficial ownership of the shares, or instruments

which effect such transfers. Accordingly, specific professional advice should be

sought in relation to the application of this 1.5% Charge.

Any liability for stamp duty or SDRT in respect of a transfer of shares into a

depositary receipt system that does arise will strictly be accountable by the

depositary receipt system operator or its nominee but may, in practice, be

payable by the relevant holder of the depositary receipts.

An issue of ADSs by Deutsche Bank Trust Company Americas as depositary in

respect of the ADSs will not be subject to stamp duty or SDRT. An agreement for

the transfer of ADSs should not be subject to SDRT but a charge to stamp duty

will technically arise on the transfer of ADSs if it is executed in the UK or relates

to any property situated, or to any matter or thing done or to be done, in the UK.

However, the only sanction for failing to pay such stamp duty is that the

instrument of transfer cannot be produced as evidence in a UK court. Therefore,

no UK stamp duty should in practice be payable on the acquisition or transfer of

existing ADSs or transfer of beneficial ownership of ADSs.

US backup withholding and information reporting

Payments of dividends and other proceeds with respect to ordinary shares or

ADSs by a US (or US connected) paying agent or a US (or US connected)

intermediary will be reported to you and to the IRS as may be required under

applicable regulations. Backup withholding may apply to these payments if you

fail to provide an accurate taxpayer identification number or certification of

exempt status or fail to comply with applicable certification requirements. Some

holders are not subject to backup withholding. You should consult your tax

adviser as to your qualification for an exemption from backup withholding and the

procedure for obtaining an exemption.

Disclosure requirements for certain US holders

US individuals and certain US entities that hold certain specified non-US financial

assets, including stock in a non-US corporation, with values in excess of certain

thresholds are required to file Form 8938 with their US Federal Income Tax

return. Such Form requires disclosure of information concerning such non-US

assets, including the value of the assets. Failure to file the Form when required

may subject you to penalties. An exemption from reporting applies to non-US

assets held through a US financial institution generally including a non-US

branch or subsidiary of a US institution and a US branch of a non-US institution.

Investors are encouraged to consult with their own tax advisers regarding the

possible application of this disclosure requirement to their investment in the

shares or ADSs.

Description of securities other than equity securities

Deutsche Bank serves as the depositary (Depositary) for PLC’s American

Depositary Receipt Programme.

Depositary fees and charges for PLC

Under the terms of the Deposit Agreement for the PLC American Depositary

Shares (ADSs), an ADS holder may have to pay the following service fees to the

depositary bank:

■Issuance of ADSs: up to US 5¢ per ADS issued.

■Cancellation of ADSs: up to US 5¢ per ADS cancelled.

■Processing of dividend and other cash distributions not made pursuant to a

cancellation or withdrawal: up to US 5¢ per ADS held.

An ADS holder will also be responsible for paying certain fees and expenses

incurred by the depositary bank and certain taxes and governmental charges

such as:

■fees for the transfer and registration of shares charged by the registrar and

transfer agent for the shares in the United Kingdom (i.e. upon deposit and

withdrawal of shares);

■expenses incurred for converting foreign currency into US dollars;

■expenses for cable, telex and fax transmissions and for delivery of securities;

■taxes and duties upon the transfer of securities (i.e. when shares

are deposited or withdrawn from deposit);

■fees and expenses incurred in connection with the delivery or servicing of

shares on deposit; and

■fees incurred in connection with the distribution of dividends.

Depositary fees payable upon the issuance and cancellation of ADSs are

typically paid to the depositary bank by the brokers (on behalf of their clients)

receiving the newly issued ADSs from the depositary bank and by the brokers

(on behalf of their clients) delivering the ADSs to the depositary bank for

cancellation. The brokers in turn charge these transaction fees to their clients.

220 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- ADDITIONAL INFORMATION FOR US LISTING PURPOSES
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Note that the fees and charges an investor may be required to pay may vary over

time and may be changed by us and by the depositary bank. Notice of any

changes will be given to investors.

Depositary payments – fiscal year 2024

Deutsche Bank has been the depositary bank for its American Depositary

Receipt Programme since 1 July 2014. Under the terms of the Deposit

Agreement, PLC is entitled to certain reimbursements, including processing of

cash distributions, reimbursement of listing fees (NYSE), reimbursement of

settlement infrastructure fees (including DTC feeds), reimbursement of proxy

process expenses (printing, postage and distribution), dividend fees and

program-related expenses (that include expenses incurred from the requirements

of the US Sarbanes-Oxley Act of 2002). In relation to 2024, PLC received

$5,084,322 from Deutsche Bank.

DEFAULTS, DIVIDEND ARREARAGES AND

DELINQUENCIES

Defaults programme

There has been no material default in the payment of principal, interest, a sinking

or purchase fund instalment or any other material default relating to

indebtedness of the Group.

Dividend arrearages and delinquencies

There have been no arrears in payment of dividends on, and material

delinquency with respect to, any class of preferred stock of any significant

subsidiary of the Group.

ARTICLES OF ASSOCIATION

Lapse of distributions

Any PLC dividend unclaimed after 12 years from the date of the declaration of

the dividend by PLC reverts to PLC. Any unclaimed dividends may be invested or

otherwise applied for the benefit of PLC while they are claimed. PLC may also

cease to send any cheque for any dividend on any shares normally paid in that

manner if the cheques in respect of at least two consecutive dividends have

been returned to PLC or remain uncashed.

Unilever N.V., the former parent company of the Unilever Group alongside PLC,

was merged in to PLC and dissolved in November 2020 (Unification). The time

periods for the right to claim cash dividends or the proceeds of share

distributions declared by Unilever N.V. before Unification will remain at 5 and 20

years, respectively, after the first day the dividend or share distribution was

obtainable from Unilever N.V.

Any such unclaimed amounts will revert to Unilever PLC after the expiry of these

time periods.

Redemption provisions and capital call

Outstanding PLC ordinary shares cannot be redeemed. PLC may make capital

calls on money unpaid on shares and not payable on a fixed date. PLC has only

fully paid shares in issue.

Modification of rights

Modifications to PLC‘s Articles of Association must be approved by a general

meeting of shareholders.

Modifications that prejudicially affect the rights and privileges of a class of PLC

shareholders require the written consent of three-quarters of the affected holders

(excluding treasury shares) or a special resolution passed at a general meeting

of the class at which at least two persons holding or representing at least one-

third of the paid-up capital (excluding treasury shares) must be present. Every

shareholder is entitled to one vote per share held on a poll and may demand a

poll vote. At any adjourned general meeting, present affected class holders may

establish a quorum.

Required majorities

Resolutions are usually adopted at the Company‘s General Meetings by an

absolute majority of votes cast, unless there are other requirements under the

applicable laws or the Company‘s Articles. For example, there are special

requirements for resolutions relating to the alteration of the Articles of Association

and the liquidation of the Company. A proposal to alter the Articles of the

Company can be made either by the Company‘s Board or by requisition of

shareholders in accordance with the UK Companies Act 2006. Unless expressly

specified to the contrary in the Company‘s Articles, the Company‘s Articles may

be amended by a special resolution. The Company‘s Articles can be found on

our website.

PURCHASES OF EQUITY SECURITIES

Share purchases during 2024

Please also refer to the ‘Shares’ section on page 79.

In 2024, 27,368,909 PLC ordinary shares or ADSs were purchased

by or on behalf of PLC or any ‘affiliated purchaser‘, as defined in

Section 10b-18(a)(3) of the US Securities Exchange Act of 1934, during the

period covered by this Annual Report on Form 20-F.

The following table shows details of such purchases of shares made by the

Company during 2024:

2024 Total Number of Shares<br><br>purchased Average Price Paid Per Share<br><br>(EUR) Total Number of Shares<br><br>Purchased as Part of Publicly<br><br>Announced Plans or Programs Maximum Number (or<br><br>Approximate Euro Value)<br><br>of Shares that May Yet be<br><br>Purchased Under<br><br>the Plans or Programs
January
February
March
April
17 May - 31 May 3,476,252 50.16 3,476,252
3 June - 28 June 3,838,784 51.84 3,838,784
1 July - 31 July 3,950,852 51.81 3,950,852
1 August - 30 August 2,171,813 56.16 2,171,813
13 September - 30 September 4,487,000 58.35 4,487,000
1 October - 31 October 7,559,263 57.05 7,559,263
1 November - 5 November 1,884,945 56.62 1,884,945
December
Total 27,368,909 54.8 27,368,909

The Company announced its share buyback programme of up to €1.5 billion on 8 February 2024, and completed the programme on 5 November 2024.

Under the First Tranche, which was announced on 17 May 2024, a total of 13,437,701 ordinary Unilever PLC shares were purchased with an aggregate market value

equivalent of €700,101,906.

Under the Second Tranche, which was announced on 13 September 2024, a total of 13,931,208 ordinary Unilever PLC shares were purchased with an aggregate

market value equivalent of €799,897,969.

On 13 February 2025, the Company announced a further share buyback of up to €1.5 billion. As at 21 February 2025 (the latest practicable date for inclusion in this

report), 4,101,196 ordinary Unilever PLC shares had been bought back under this new share buyback programme.

Unilever Annual Report on Form 20-F 2024 221
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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

In accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002, the following report is provided by management in respect of the Group’s

internal control over financial reporting (as defined in rule 13a–15(f) or rule 15d–15(f) under the US Securities Exchange Act

of 1934):

■Unilever’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group;

■Unilever’s management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework (2013) to evaluate the

effectiveness of our internal control over financial reporting. Management believes that the COSO framework (2013) is a suitable framework for its evaluation of our

internal control over financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of internal controls, is

sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of internal controls are not omitted and is relevant to an

evaluation of internal control over financial reporting;

■Management has assessed the effectiveness of internal control over financial reporting as of 31 December 2024 and has concluded that such internal control over

financial reporting is effective. Management’s assessment and conclusion excludes K18, Inc as this entity was acquired on

1 February 2024. This entity is included in our 2024 consolidated financial statements, and constituted 0.17% of our total assets as at 31 December 2024 and

0.19% of total turnover for the year ended 31 December 2024; and

■KPMG LLP, who have audited the consolidated financial statements of the Group for the year ended 31 December 2024, have also audited the effectiveness of

internal control over financial reporting as at 31 December 2024 and have issued an attestation report on internal control over financial reporting.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent registered public accounting firm is KPMG LLP, London, United Kingdom, Auditor Firm ID: 1118

€ million<br><br>2024 € million<br><br>2023 € million<br><br>2022
Audit fees(a) 32 23 23
Audit-related fees(b)(c) 16 1 1
Tax fees(d)
All other fees(d)

(a)Amount payable to KPMG in respect of services supplied to associated pension schemes was less than €1 million individually and in aggregate (2023: less than €1 million individually and

in aggregate; 2022: less than €1 million individually and in aggregate).

(b)Includes other audit services, which comprise audit and similar work that regulations or agreements with third parties require the auditors to undertake.

(c)2024 includes fees payable for reporting accountant services on the historical financial information of the Ice Cream business and CSRD assurance reporting services.

(d)Amounts paid in relation to each type of service are individually less than €1 million. In aggregate, the fees paid were less than €1 million (2023: less than €1 million, 2022: less than €1

million).

GUARANTOR STATEMENTS

On 26 July 2023, Unilever Finance Netherlands B.V. and Unilever Capital Corporation (UCC) filed a US Shelf registration, which was unconditionally and fully

guaranteed by Unilever PLC (PLC) and Unilever United States, Inc. (UNUS).

In relation to the US Shelf registration, US$10.95 billion of Notes were outstanding at 31 December 2024 (2023: US$11.2 billion; 2022: US$10.75 billion) with

coupons ranging from 1.375% to 5.900%. These Notes are repayable between 22 March 2025 and 12 August 2051.

All debt securities issued by UCC are senior, unsecured and unsubordinated and are fully and unconditionally guaranteed, on a joint and several basis, by PLC and

UNUS.

UCC and UNUS are 100% subsidiaries of Unilever PLC and are consolidated in the financial statements of the Unilever Group. In addition, there are no material

assets in the guarantor entities apart from intercompany investments and balances. Therefore, as allowed under Rule 13-01 of regulation S-X, we have excluded the

summarised information for each issuer and guarantor.

The guarantees provide that, in case of the failure of the relevant issuer to punctually make payment of any principal, premium or interest, each guarantor agrees to

ensure such payment is made when due whether at the stated maturity or by declaration of acceleration, call for redemption or otherwise. The guarantees also

provide that the Trustee shall be paid any and all amounts due to it under the guarantee upon which the debt securities are endorsed.

ESRS_LEFT image_sustainability_with bleedOp2.jpg

222 Unilever Annual Report on Form 20-F 2024

ESRS_RIGHT image_sustainability_with bleedOp2.jpg

Unilever Annual Report on Form 20-F 2024 223
Sustainability<br><br>Statement
--- ---
224 General Information
230 Environmental Disclosures
267 Social Disclosures
287 Governance Disclosures
224 Unilever Annual Report on Form 20-F 2024
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
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GENERAL BASIS FOR PREPARATION

Overview

We have prepared a sustainability statement for Unilever PLC and its subsidiary

undertakings (Unilever) in accordance with the European Sustainability

Reporting Standards (the ESRS) as issued by Delegated Regulation (EU)

2023/2772 on 31 July 2023.

The sustainability statement presents information about Unilever’s material

impacts, risks and opportunities in relation to environmental, social and

governance matters. The statement comprises four sections:

■General Information – summarises our basis of preparation for the

sustainability statement, including the governance of our sustainability

strategy and our assessment of our material impacts, risks and opportunities

(IROs).

■Environmental Disclosures – provides a consolidated view of our processes

to identify our material IROs and overarching policies that govern our

responses to these matters across our own operations and value chain. This

also includes our actions, metrics and targets related to Climate, Pollution,

Water, Biodiversity and Ecosystems, and Resource Use and Circular

Economy. Climate disclosures consolidate our Task Force on Climate

Disclosures (TCFD) and Climate Transition Action Plan (CTAP) progress

report.

■Social Disclosures – provides a consolidated view of our processes to

identify our material IROs and our holistic approach to human rights across

our operations and value chain. This also includes our actions, metrics and

targets related to Own Workforce, Workers in the Value Chain, Affected

Communities and Consumers and End-Users.

■Governance Disclosures – provides an overview of Unilever’s business

conduct and Speak Up processes across our own operations and value chain.

Scope

We define Unilever PLC and its subsidiary undertakings as our own operations

for the purpose of these disclosures which is consistent with the scope of our

consolidated financial statements. We have no operational control1 over our

associates and joint ventures; therefore, they are not included in our

sustainability statement as part of our own operations. The reporting period for

this statement is consistent with the reporting period of the consolidated financial

statements which is 12 months from 1 January to 31 December 2024.2

We have not excluded any information corresponding to intellectual property,

know-how or results of innovation on the basis of commercial sensitivity.

Upstream and downstream value chain

The scope of the sustainability statement is extended to include our upstream

and downstream value chain, to the extent that they are connected to Unilever’s

material impacts, risks and opportunities. Generally referred to as our business

partners, Unilever defines its upstream and downstream value chain as:

Upstream value chain – We procure a large number of raw materials for the

manufacture and sale of our products, including many different crops and

packaging materials. Our global supply chain works with over 50,000 Tier 1

suppliers across 150 countries. Tier 1 suppliers are defined as those who invoice

Unilever for goods and services. We also consider suppliers that perform work

subcontracted by a Tier 1 supplier in our upstream value chain. In addition, we

partner with third parties where we outsource the manufacturing and packaging

of certain products, referred to as collaborative manufacturing.

Downstream value chain – Around 3.4 billion people use our products every

day. To ensure our products are accessible to our customers, we partner with

distributors and large and small retailers across different trading environments

and channels. We also consider companies that distribute or sell on behalf of

Unilever as part of our downstream value chain including agents, franchisers and

importers.

We have only included narrative and metric disclosures about direct and indirect

1.Defined by Annex II of the July 2023 delegated act as the situation where the undertaking

has the ability to direct the operational activities and relationships of the entity, site,

operation or asset.

2.For the year ending 31 December 2024, no Unilever European subsidiaries are required to

prepare separate ESRS statements.

business relationships in our upstream and downstream value chain where such

information is readily available to us. This includes omitting value chain data from

metrics unless stated otherwise.

Comparative information

For the first year of reporting, the ESRS does not require us to include

comparative information. Therefore, we have not included any comparators

except for where the information was already disclosed in prior-year financial

reports.

It is Unilever’s policy to restate a metric in the following cases, where accurate

and reliable data is available to enable us to recalculate or estimate the impact

and where the impact is material:

■An error resulting from incorrect data or calculation;

■A change in reporting requirements;

■Better assumptions or more accurate data being available; or

■Where we have assessed a disposal as a discontinued operation.

Baseline values, base years and targets

The disclosure of targets within the sustainability statement is fully aligned with

Unilever’s 15 external sustainability goals across four priority areas: Climate,

Nature, Plastics and Livelihoods. Targets are set based on several factors,

including bottom-up roadmaps, reasonable ambition, and industry standards

where relevant. We will review the need for further targets in line with our

strategy.

It is Unilever’s policy to review the baseline values, base years and targets when

we identify a material change such as significant acquisitions, disposals,

structural changes or assumptions updates (a 5% review threshold will be

applied) and when accurate and reliable data is available. We have made no

adjustments in the reporting period for acquisitions or disposals.

Sources of estimations and outcome uncertainty

Metrics are prepared in accordance with the definitions as set out in the ESRS,

unless stated otherwise. Any Unilever-specific definitions are included where

applicable. The data and assumptions used in the sustainability statement are

consistent with the corresponding financial data and assumptions used in our

2024 consolidated financial statements.

Where we have not been able to directly measure metrics, we have estimated

them using internal and external data from a variety of sources. This includes,

but is not limited to, indirect sources such as supplier invoices, publicly available

benchmarks, or scientific research. For any metric that is subject to a high level

of measurement uncertainty, we have disclosed the source of uncertainty and the

key assumptions, approximations and judgements made to arrive at

that estimate.

GOVERNANCE

Oversight of sustainability matters

The accountability for managing Unilever’s material sustainability impacts, risks

and opportunities aligns to Unilever’s overarching governance structure. While

the Board takes overall accountability for the management of all material

impacts, risks and opportunities, the CEO supported by the ULE is ultimately

responsible for oversight of any material sustainability impacts, risks and

opportunities.

The Board identity, composition and employee representation as at 31 December

2024 is covered in our Corporate Governance statement and Report of the

Nominating and Corporate Governance Committee, detailed on pages 66 to 85.

This includes the relevant skills and expertise to oversee sustainability matters,

and how they relate to Unilever’s impacts, risks and opportunities.

Role of supervisory bodies

The reporting lines between the Board, Board subcommittees and ULE are

detailed in our Corporate Governance statement on page 65. The terms of

reference of each Committee is documented in the Governance of Unilever and

published on our website.

Unilever Annual Report on Form 20-F 2024 225
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The Board delegates sustainability matters to the following Board

subcommittees:

■The Corporate Responsibility Committee oversees the development and

progress of Unilever’s sustainability agenda, including performance against

our sustainability goals. The Committee also reviews sustainability-related

impacts, risks and opportunities and associated reputational matters

(see page 92). This includes a standing agenda item from the Chief Corporate

Affairs and Sustainability Officer (CSO).

■The Audit Committee is responsible for reviewing the effectiveness of our risk

management processes, including the double materiality assessment. In

addition, the Committee oversees the non-financial disclosures in our Annual

Report and Accounts which encompasses disclosures under the ESRS, and

reviews any internal and external assurance activities obtained over the

disclosures (see page 88).

■The Compensation Committee supports the delivery of the sustainability

strategy through the alignment of Unilever’s long-term incentive plan

(Performance Share Plan) to the sustainability agenda and priority areas (see

page 102).

■The Nominating and Corporate Governance Committee is responsible for

ensuring that the composition of the Board includes sufficient skills and

experience in sustainability matters to effectively deliver on the sustainability

agenda (see page 82).

Role of management bodies

In 2024, the ULE discussed and approved our refocused sustainability strategy

and the 15 external goals across the four priority areas: Climate, Nature, Plastics

and Livelihoods. Our priority areas help inform the identification of our material

impacts, risks and opportunities (IROs). Each IRO is owned by a ULE member

and detailed mitigation plans are documented with action owners and timelines.

Unilever’s policies and standards define mandatory requirements across a

number of specialist areas, which are key in mitigating these risks. At least

quarterly, the ULE discuss key strategic matters relating to our four sustainability

priorities and progress against our targets.

Unilever’s global Sustainability function is led by our CSO and is divided into

three core areas:

■Dedicated Business Group Sustainability teams, reporting directly into the

CSO, who work closely with the relevant Business Group teams and

leadership, to ensure that sustainability impacts, risks and opportunities are

embedded into their strategies, and that progress against actions and targets

is monitored.

■A specialist Sustainability Corporate Centre team that develops

our sustainability strategy and policies while also driving transformational

change across markets through advocacy and partnerships.

■Country Sustainability teams who translate the global strategy into local plans,

engage with local stakeholders to drive transformational change and work with

partners to deliver shared priorities.

Our Supply Chain and Procurement functions are critical to supporting our

Business Groups on the delivery of our 15 goals within our manufacturing

operations, and through extensive collaboration with our suppliers and other

value chain partners. They are primarily responsible for our impact measurement

capability as well as the systems and data to support the sustainability metrics

we report.

Our Business Groups, Supply Chain and Procurement teams are supported by a

team of experts in Research & Development (R&D) and Finance corporate

functions who are focused on innovation, investment business cases, scope and

calculation methodologies for our metrics and sustainability reporting.

We regularly engage with our investors on a wide range of sustainability matters

including our climate strategy. In April 2024, our updated Climate Transition

Action Plan (CTAP) was endorsed by an advisory vote at our AGM.

Sustainability performance and incentives

We continue to formally link remuneration for management employees, including

the ULE, to performance against our sustainability goals. The long-term

Performance Share Plan (PSP) is linked to financial and sustainability

performance, guided by our Sustainability Progress Index (SPI), which accounts

for 15% of the total PSP award. The SPI is an assessment made jointly by the

Corporate Responsibility Committee and the Compensation Committee.

In 2024, we determined the SPI by considering performance against

four sustainability targets related to each of our priority areas: Climate, Nature,

Plastics and Livelihoods. For further information on SPI outcomes for 2024, see

page 105 and for the SPI targets for the PSP 2025–2027, see page 102. In

addition, the ULE and the Board discuss progress against the four metrics of our

SPI tied to our reward quarterly.

Sustainability due diligence

Unilever’s approach to responsible business embeds human rights

and environmental matters into our due diligence processes. The mechanisms to

identify, mitigate and account for how we address actual and potential negative

environmental and human rights impacts is detailed throughout our sustainability

statement. The table below provides a mapping of the core elements of our due

diligence approach.

Core elements Paragraphs in the sustainability statement
Embedding due diligence in our governance, strategy<br><br>and business model In this section under Governance and Strategy and business model.<br><br>Climate disclosures page 235, Biodiversity and Ecosystem disclosures page 254, and Social disclosures page<br><br>267.
Engaging with affected stakeholders In this section under Interests and views of stakeholders and Double materiality.<br><br>Engaging on human rights impacts page 270, Own workforce engagement 272, Value chain workers engagement<br><br>page 279, Affected communities engagement page 282, and Consumer and end-users engagement page 284 and<br><br>286.
Identifying and assessing adverse impacts In this section under Double materiality.<br><br>Environmental IROs page 230, Social IROs page 267 and Governance IROs page 287.<br><br>Further details are included in each topical standard. For page references, see Index page 295.
Taking actions to address those adverse impacts Actions sections from each topical standard. For page references, see Index page 295.
Tracking the effectiveness of these efforts and<br><br>communicating the results Targets and Metrics sections from each topical standards. For page references, see Index page 295.
226 Unilever Annual Report on Form 20-F 2024
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Sustainability reporting controls

We have established processes to assess and manage risks related to the

integrity of the information disclosed in our sustainability statement. This

assessment identified that completeness, accuracy and availability of the

sustainability information are key reporting risks to be considered when preparing

the sustainability statement.

Unilever's Group Controller oversees our sustainability statement as a whole, and is

responsible for managing these risks. For each of the 10 ESRS topics we are

reporting on, a ULE Topical Owner is in place and appoints owners for the narrative

and metrics elements of those disclosures.

Metrics owners are responsible for developing and documenting the Basis of

Preparation (BoP) for each metric, which provides the key Unilever definitions

and scope, as well as an explanation of how the data is collected and calculated

and any key assumptions made.

Narrative owners are responsible for the collection and preparation of narrative

disclosures. Each narrative and metric is signed off by the respective owner and

subject to management assurance to check that the ESRS disclosure

requirements are addressed, claims are supported by evidence and that metrics

align to the BoPs.

The Audit Committee oversees the reporting of ESRS information and reviews

the processes and controls that are the basis for its preparation. It is supported

by the Disclosure Committee, which oversees the accuracy, materiality and

timeliness of the sustainability statement, and evaluates the adequacy of

Unilever’s disclosure processes and controls including in relation to the ESRS

information.

STRATEGY AND BUSINESS MODEL

Our strategy and business model are described in our Strategic Report on pages

2 to 5. We produce and sell consumer goods across our five Business Groups:

Beauty & Wellbeing, Personal Care, Home Care, Foods, and Ice Cream.3 With a

global footprint, we operate over 250 factories worldwide and employ over

120,000 employees.4

For over two decades, we have been driving an ambitious sustainability agenda.

In April 2024, we launched our new Growth Action Plan (GAP). This included a

refreshed approach to our sustainability leadership to ensure we are more

focused on resource allocation, more urgent in delivering our long-term priorities

through short-term goals, and more systemic in delivering the greatest impact to

our stakeholders. This was supported by the launch of our updated Climate

Transition Action Plan in May 2024, which gained 97.5% of shareholder votes.

At an external event on 8 May 2024, we announced four long-term sustainability

priority areas: climate, nature, plastics and livelihoods. The priority areas are

underpinned by 15 voluntary goals. At this event, we consulted with a wide range

of external stakeholders for feedback on our strategy. In addition, in December

2024, we relaunched the Unilever Sustainability Advisory Council, made up of a

group of independent sustainability experts, who help guide our strategy.

Progress against the 15 goals is detailed in the relevant target sections.

Our sustainability strategy leverages our global value chain, working

in partnership with our stakeholders to reach our long-term goals together. The

sustainability strategy is embedded into overall business performance and each

Business Group is responsible for delivering against our actions and targets.

Alongside our four sustainability priorities, we remain fully committed to operating

as a responsible business by respecting human rights, advancing diversity and

inclusion, doing business with integrity and ensuring the safety of people.

INTEREST AND VIEWS OF STAKEHOLDERS

Unilever identifies six stakeholder groups as critical to our future success:

shareholders, our people, consumers, customers, suppliers & business partners,

and planet & society. These stakeholders are selected because they are

individuals or groups of individuals affected by our operations (e.g. affected

communities and consumers), as well as the users of our sustainability statement

(e.g. prospective investors).

Our Governance report, on page 74, details how we consider and engage with

each of the six stakeholder groups. This includes their interests and views as

they relate to our strategy and business model, to the extent that they were

analysed during our due diligence and double materiality assessment processes.

Additionally, we engage with these stakeholders to identify and manage our

material impacts, risks and opportunities in relation to environmental, social and

governance sustainability matters. Engagement processes and results for each

stakeholder group are discussed during Board meetings, with outputs for 2024

summarised on page 72.

DOUBLE MATERIALITY

Overview

The ESRS require that we report on sustainability matters in which we have or

could have a material impact on people or the environment, both positive and

negative in nature, as well as where they present risks and opportunities to our

business success. Those material impacts, risks and opportunities (IROs) can

arise from our own operations or through actors in our value chain. Impacts are

not limited by proximity or contractual relationship, but may occur at any stage of

our upstream or downstream value chain, as a result of our operations, or as a

result of the use or disposal of our products.

Our double materiality assessment (DMA) has been designed to help us identify

our material IROs and therefore which sustainability matters we should report on.

The material IROs are reviewed on an ongoing basis, and formally by senior

management, the Corporate Responsibility Committee and the Audit Committee

at least once a year.

Double materiality assessment process

We followed a four-step process to identify our material IROs:

Step 1: Identification of potentially relevant IROs. The outputs of existing

engagement channels and previous risk assessments, along with targeted

interviews and questionnaires with key internal sustainability experts, were used

to collate a complete list of all potentially relevant IROs. This approach ensured

that the perspectives of all key stakeholder groups, including affected

communities, were considered during the assessment process. Positive impacts

and financial opportunities resulting from the mitigation of negative impacts or

risks were considered during the identification step but it was decided these

would be included as actions within each topical standard rather than as

individual IROs.

Step 2: Impact Materiality Assessment to identify material impacts we are

connected to. An impact is the effect an undertaking has or could have on the

environment and people to which it is connected through its own operations or its

value chain. Impacts can be positive or negative in nature. We undertook an

initial assessment of each potentially relevant impact to consider whether the

matter identified had an actual or potential impact on the world. The potentially

relevant impacts were then scored using a scale of 1–5 with consideration of

scale, scope and remediable character (to calculate an average severity score)

and likelihood (where an actual impact was scored 5). A quantitative threshold

was applied to each potentially relevant impact to determine whether it was

material.

Step 3: Financial Materiality Assessment to identify our material risks and

opportunities. We undertook an assessment of each potentially relevant risk or

opportunity identified, including the connection of impacts and dependencies, to

determine whether it was financially material to Unilever. Using our Enterprise

Risk Management (ERM) methodology, the potentially relevant risks and

opportunities were scored using a scale of 1-5 with consideration of magnitude

(impact on turnover/operating profit) and likelihood. A quantitative threshold was

applied to each potentially relevant risk or opportunity to determine whether it

was material. For climate- and plastic-related risks, consideration was given

to the potential financial effects calculated through our scenario analysis, as

detailed on pages 235 and 262. The assessment also considered our existing

Enterprise Risk Management (ERM) processes and Principal Risk definitions, as

set out on page 51, to support in the prioritisation of the risks and opportunities.

Step 4: Validation and disclosure requirement mapping. The output of the

DMA was validated with each sustainability expert with oversight from our Chief

Corporate Affairs and Sustainability Officer, Chief Supply Chain Officer, Chief

People Officer and Group Controller. The double materiality assessment was

reviewed at year-end and approved by the Audit Committee to ensure the

conclusions remained appropriate. We evaluated our material IROs against the

disclosure requirements of each ESRS to identify which disclosure requirements

apply.

IROs were assessed on a gross basis (assuming no mitigating action has been

taken to reduce the risk) at both a consolidated and Business Group level.

Where relevant, scoping information is included in the IRO descriptions. Our

methodology considered whether the IRO would occur in the short, medium and/

or long term. The time horizon for each IRO has been reflected through relevant

policies, actions and targets described in our topical disclosures.

3.For segmental information, see Financial Statements – note 2 on page 145.

4.For headcount by geographical area, see Own Workforce disclosures on page 274.

Unilever Annual Report on Form 20-F 2024 227
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Interaction with strategy and business model

In April 2024, we updated our sustainability strategy as part of our new GAP. No

changes were made to our strategy or business model in response to the

material IROs identified through the DMA process.

The Directors assess Unilever’s resilience through the going concern

assessment on page 120 in our Statement of Directors’ Responsibilities (one-

year time horizon) and viability statement (three-year time horizon) on page 60 in

our Strategic Report. For more information on our resilience regarding material

climate and biodiversity IROs, refer to the relevant topical disclosures.

Our actions to address our material IROs are embedded in the strategy of our

five Business Groups and therefore not all costs are separately identifiable. In

2024, where we could separately identify costs, none of the costs met our

definition of significant operational or capital expenditure based on a quantitative

materiality threshold.

We have excluded anticipated financial effects of the undertaking’s material risks

and opportunities on its financial position, financial performance and cash flows

over the short, medium and long term.

However, for Climate and Plastic where we have performed a scenario analysis,

we have calculated the potential financial impacts under different scenarios. In

addition, we have not identified any material current financial effects related to

our IROs on our operations, value chain, strategy and decision-making.

We provide more detailed information about the interaction of our IROs with the

strategy and business model in our topical disclosures.

Our 2024 material impacts, risks and opportunities

A summary of our material IROs is included below; further detailed descriptions

are included at the start of each topical section. IROs that require entity-specific

disclosures, i.e. are not covered by the ESRS, are denoted by the symbol (†).

The specific processes and detailed descriptions of our material IROs are disclosed in

the Environmental IROs section on page 230, the Social IROs section on page 267

and the Governance IROs section on page 287.

CLIMATE

Material impact, risk or opportunity
GHG emissions in our operations and our value chain Negative Impact Own Operations; Value Chain
Changing climate and extreme weather events Risk Own Operations; Value Chain
Carbon tax Risk Own Operations; Value Chain
Land use pressures and regulation Risk Own Operations; Value Chain
Energy transition Risk Own Operations
Product regulations and claims: composition and sourcing transparency Risk Own Operations

POLLUTION

Material impact, risk or opportunity
Pollution of air, soil and water (excluding plastic pollution) Negative Impact Own Operations; Value Chain
Non-biodegradable substances † Negative Impact Own Operations; Value Chain

WATER

Material impact, risk or opportunity
Water withdrawal from our own operations and upstream value chain actors<br><br>leading to water shortages Negative Impact Own Operations; Value Chain
Reducing product demand due to consumer awareness of water scarcity and<br><br>water shortages Risk Value Chain

BIODIVERSITY AND ECOSYSTEMS

Material impact, risk or opportunity
Ecosystem degradation and ecosystem service failures Negative Impact Value Chain
Ecosystem degradation leading to reduction of crop yields in key<br><br>sourcing locations Risk Value Chain
Systemic risk of biodiversity collapse Risk Value Chain
Increased activism, legal or non-compliance costs resulting from biodiversity<br><br>degradation and loss Risk Own Operations; Value Chain

†  Entity-Specific Disclosure

228 Unilever Annual Report on Form 20-F 2024
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RESOURCE USE AND CIRCULAR ECONOMY

Material impact, risk or opportunity
Plastic pollution Negative Impact Own Operations; Value Chain
Hazardous waste Negative Impact Own Operations
Extended producer responsibility (EPR) schemes for packaging and other<br><br>plastic-related taxes † Risk Own Operations

OWN WORKFORCE AND WORKERS IN THE VALUE CHAIN

Material impact, risk or opportunity
Talent Risk Own Operations
Capability building across our value chain to improve livelihoods † Positive Impact Value Chain
Salient human rights issues
Bullying and harassment Negative Impact Own Operations; Value Chain
Discrimination Negative Impact Own Operations; Value Chain
Forced labour Negative Impact Own Operations; Value Chain
Fair wages and income Negative Impact Own Operations; Value Chain
Working hours Negative Impact Own Operations; Value Chain
Health Negative Impact Own Operations; Value Chain
Freedom of association and collective bargaining Negative Impact Own Operations; Value Chain

AFFECTED COMMUNITIES

Material impact, risk or opportunity
Salient human rights issues
Land rights, including Indigenous rights Negative Impact Own Operations; Value Chain

CONSUMERS AND END-USERS

Material impact, risk or opportunity
Safe products Risk Own Operations; Value Chain
Marketing to children Negative Impact Value Chain
Nutritional product quality † Risk Value Chain
Product innovation as a response to changing demand † Opportunity Value Chain

BUSINESS CONDUCT

Material impact, risk or opportunity
Business integrity and ethical conduct Risk Own Operations; Value Chain
Anti-bribery and corruption Risk Own Operations; Value Chain
Use of non-animal safety science Positive Impact Value Chain
Changing regulatory landscape † Risk Own Operations; Value Chain
Advocacy Positive Impact Own Operations; Value Chain
Supplier payments and relationships Risk Own Operations

†  Entity-Specific Disclosure

Unilever Annual Report on Form 20-F 2024 229
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POLICIES ADOPTED TO MANAGE SUSTAINABILITY

MATTERS

Our Code of Business Principles (the Code) and Code Policies apply to all

material sustainability matters identified by Unilever. The Code and supporting 24

Code Policies govern the behaviour of our employees, suppliers, distributors and

other third parties who work with us. They set out the standards of behaviour that

we expect all employees to adhere to globally. They also play a key role in

setting out how we ensure compliance with laws and regulations, protect our

brands and reputation, and prevent harm to people or the environment. The

Code is underpinned by our values of integrity, respect, responsibility and

pioneering.

The Board’s Corporate Responsibility Committee oversees Unilever’s conduct

and reviews our Code of Business Principles to ensure that these remain fit for

purpose. Our CEO is responsible for the implementation of the Code and Code

Policies and is supported by the Global Code and Policy Committee, chaired by

the Chief Legal Officer. Day-to-day responsibility is delegated to senior

management, supported by cross-functional Business Integrity Committees. We

require our employees to submit an annual pledge to confirm they

have understood, commit to, and adhere to, the Code.

As mandated by the Code, our employees are also required to report any actual

or potential breach of the Code and Code Policies. We have set out the available

reporting channels within our Code Policies and we also highlight these during

Business Integrity training and in our communications. This includes our non-

retaliation policies and guidelines, which apply to all employees who raise issues.

Further policies that govern our material impacts, risks and opportunities are

disclosed in the Environmental policies section on page 232, the Social policies

section on page 270 and the Business Conduct policies section on page 287.

230 Unilever Annual Report on Form 20-F 2024
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ENVIRONMENTAL MATERIAL IMPACTS, RISKS

AND OPPORTUNITIES

Assessing and identifying our material impacts, risks and opportunities (IROs) is

informed by our double materiality assessment as outlined in our general

information on page 226.

When identifying IROs across all our Environmental topics, we used a number of

sources including:

■For each principal risk, including Climate and Nature (covering biodiversity

and water scarcity) and Plastic Packaging (covering circular economy), we

reviewed the risk management frameworks detailing risk descriptions and

mitigating controls in place. These frameworks are updated annually and

monitored throughout the year to identify changes in the risk profile.

■We evaluated our manufacturing sites using Unilever’s Environmental Care

Framework Standards (ECFWS), based on the ISO 14001 standard for

environmental management systems. The ECFWS outlines how we identify

and manage environmental impacts and risks. Key findings were considered

as part of the DMA.

■For non-manufacturing sites, such as offices and our logistics network, we

reviewed all available environmental data from our operations to identify any

potential impacts and risks. This was substantiated by our subject matter

experts.

■We performed a climate scenario analysis to identify additional

sub-risks, their potential financial effects and to gauge the resilience of our

strategy and business model against these risks. This analysis included a

review of both physical and transition risks that could arise by 2050,

considering drivers across the evolving physical climate, policy and market

landscapes.

■We conducted a top-down analysis of Unilever’s nature-related dependencies,

impacts, risks and opportunities. This assessment covered both actual and

potential impacts on biodiversity and ecosystems within our own operations

and throughout our value chain, including those related to pollution.

Additionally, we conducted a detailed impact assessment on over 600

Unilever-owned, managed or leased sites with known geographic coordinates.

■We reviewed our material physical, transition and systemic nature related risks

under two nature scenarios for the first time to help inform our nature strategy

and the resilience of the business against the risk identified. We also used this

process to quantify the potential financial effects of our plastic packaging-

related risks, which are closely linked to nature. We will continue to develop

our understanding of the implications of these different nature scenarios for

future reporting periods.

■For water, we incorporated inputs from the World Resources Institute

Aqueduct tool, an open-source platform that maps and analyses current and

future water risks across various locations. This was supplemented by site-

specific factors and localised water risks where identified. For our upstream

value chain, we use the Water Footprint Network Assessment tool, which

integrates information from the Global Water Footprint Standard and

WaterStat. Additionally, we conduct annual surveys with our ingredient buyers

to assess crop risks and evaluate the resilience of our farmed ingredients and

forest-based supply chains in water-stressed areas.

■When evaluating the environmental impact of our products, we conduct risk

assessments for all ingredients before they are introduced to the market and

for all new ingredients before they are utilised. We perform annual

assessments to evaluate the combined environmental exposure from the use

of individual ingredients across our product portfolio, ensuring safety based on

total usage.

■We have detailed our engagement with stakeholders, including affected

communities, in our general information on page 226. While consultations with

affected communities regarding shared biological resources have not yet been

completed as part of our risk assessments, Unilever recognises the

importance of this engagement and will incorporate it into future local

assessments.

■We considered opportunities relating to environmental topics as part of our

overall strategy and business model, including innovation and product

assessments.

The output of our 2024 DMA is included below:

CLIMATE

Material impact, risk or opportunity Description
GHG emissions in our operations<br><br>and value chain Negative Impact<br><br>(OO) (VC) Our operations emit greenhouse gases (GHG) primarily from the generation of electricity and heat,<br><br>and loss of refrigerants. However, 98% of our GHG emissions come from Scope 3 emissions<br><br>within our upstream and downstream value chain.
Changing climate and extreme<br><br>weather events (physical risk) Risk<br><br>(OO) (VC) Extreme weather and sustained increases in temperature could lead to water shortages, floods,<br><br>droughts and reduced crop yields. Extreme weather events are likely to disrupt our supply chain<br><br>causing commodity delays, shortages and/or increased prices of raw materials. In addition,<br><br>customer and consumer demand could shift or erode from the resulting macroeconomic pressure<br><br>linked to rising adaptation costs.
Carbon tax Risk<br><br>(VC) Taxes associated with greenhouse gases (GHG) could impact the price of raw materials, resulting<br><br>in increased costs and a potential reduction in profit.
Land use pressure and regulation Risk<br><br>(OO) (VC) Reforms to regulation and changing land use patterns, could reduce land availability for the<br><br>production of food, biomass/feedstock and reduce crop outputs leading to a potential increase in<br><br>our raw material costs.
Energy transition Risk<br><br>(VC) Petrochemical prices are expected to rise across scenarios, largely driven by mandates for<br><br>sustainable practices in policy-heavy transitions, and rising oil prices in higher-warming scenarios.<br><br>This risk affects our upstream value chain across all regions and impact our ability to financially<br><br>plan, forecast and manage our business performance.
Product regulations and claims:<br><br>composition and sourcing<br><br>transparency Risk<br><br>(OO) New regulations may restrict how we source raw materials leading to higher costs. Pressure to<br><br>adopt sustainable supply chains could impact business performance if not addressed promptly.<br><br>Increased global regulation also means more scrutiny of sustainability claims, potentially raising<br><br>costs and harming revenue due to reputational damage.

OO  Own Operations

VC    Value Chain

†      Entity-Specific Disclosure

Unilever Annual Report on Form 20-F 2024 231
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POLLUTION

Material impact, risk or opportunity Description
Pollution of air, soil and water<br><br>(excluding plastic) Negative Impact<br><br>(OO) (VC) Pollution (excluding plastic pollution) of air, soil and water caused by our own operations and value<br><br>chain has the potential for negative impacts. Localised pollution from our own operations and<br><br>pollution in the upstream value chain, which can occur from the use of agrichemicals, may<br><br>negatively impact communities and catchments.
Non-biodegradable substances † Negative Impact<br><br>(OO) (VC) Our product formulations may contain substances that can be slow or resistant to biodegradation.<br><br>There are concerns that those substances could build up in the environment and potentially cause<br><br>adverse impacts on water resources.

WATER

Material impact, risk or opportunity Description
Water withdrawal from our<br><br>own operations and upstream<br><br>value chain leading to water<br><br>shortages Negative Impact<br><br>(OO) (VC) Consumption of water through our own operations and from our upstream value chain actors, for<br><br>example agricultural commodities, could result in water shortages specifically in areas of high-<br><br>water stress.
Reducing product demand due to<br><br>consumer awareness of water<br><br>scarcity and water shortages Risk<br><br>(VC) Growing consumer awareness of water scarcity and water shortages may reduce demand for high<br><br>water usage products, especially in areas of high-water stress. This may conversely create new<br><br>revenue opportunities for products requiring less or no water.

BIODIVERSITY AND ECOSYSTEMS

Material impact, risk or opportunity Description
Ecosystem degradation and<br><br>ecosystem service failures Negative Impact<br><br>(VC) Unilever relies on intensive agricultural practices, which can pose threats to biodiversity and<br><br>ecosystem services and could lead to ecosystem collapse (localised or across many locations).<br><br>This impacts water availability, soil health, and terrestrial and aquatic biodiversity ecosystems.<br><br>Deforestation and land conversion is also caused by agricultural expansion and can contribute to<br><br>biodiversity loss, disrupt communities and negatively impact climate change mitigations.
Ecosystem degradation leads to<br><br>reduction of crop yields in key<br><br>sourcing locations Risk<br><br>(VC) Agricultural practices (use of fertilisers, freshwater, agricultural chemicals and monocultures) and<br><br>rising temperatures lead to biodiversity loss and ecosystem degradation, which in turn reduce crop<br><br>yields in key sourcing locations, including the US, Brazil, Argentina, India, Indonesia, the<br><br>Philippines and Côte d'Ivoire.
Systemic risk of biodiversity<br><br>collapse (systemic risk) Risk<br><br>(VC) Ecosystem degradation or biodiversity loss and ecosystem service failures can escalate over the<br><br>medium to long term into shock events that affect the commodities and financial markets we<br><br>depend on.
Increased activism, legal or non-<br><br>compliance costs resulting from<br><br>biodiversity degradation and loss Risk<br><br>(OO) (VC) Our actions or those of actors in our value chain that can cause harm to biodiversity and<br><br>ecosystems, could lead to increased public scrutiny, legal claims or non-compliance incidents<br><br>resulting in fines and penalties and potential loss of market share impacting long-term profitability.

RESOURCE USE AND CIRCULAR ECONOMY

Material impact, risk or opportunity Description
Plastic pollution Negative Impact<br><br>(OO) (VC) The use of plastics in our packaging could cause harm to biodiversity and ecosystems. This<br><br>includes impacts from the production of virgin plastic packaging derived from fossil fuels and from<br><br>the improper disposal of plastic packaging downstream which can result in leakage to the<br><br>environment and the generation of microplastics.
Hazardous waste Negative Impact<br><br>(OO) Hazardous waste resulting from the manufacture, transport, use or disposal of our products may<br><br>not be properly handled or disposed of. This could lead to environmental contamination, public<br><br>health issues and regulatory non-compliances.
Extended producer responsibility<br><br>(EPR) schemes for packaging and<br><br>other plastic-related taxes † Risk<br><br>(OO) EPR schemes can help to improve recycling systems by ensuring that money is invested into<br><br>waste management and packaging innovation and holding businesses to account for the<br><br>packaging choices they make. Compliance with EPR schemes could lead to higher expenses for<br><br>waste management and packaging redesign. There is also a risk that bans and/or taxes are<br><br>applied to certain types of plastic packaging and single-use plastics reducing market access or<br><br>requiring increased investment in new packaging.

OO  Own Operations

VC    Value Chain

†      Entity-Specific Disclosure

232 Unilever Annual Report on Form 20-F 2024
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ENVIRONMENTAL POLICIES

As set out in our general information on page 229, Unilever’s Code and Code

policies apply to all material sustainability matters. Our material IROs relating to

environmental matters, including Climate, Pollution, Water, Biodiversity and

Ecosystems, and Resource Use and Circular Economy are managed through

several additional environmental policies, as set out below.

Given the maturity of our sustainability agenda, these policies were established

prior to our double materiality assessment. Policies are continuously reviewed

and periodically updated where relevant, to ensure they reflect our strategy and

key sustainability matters.

Unilever’s Environmental Policy updated in January 2025, governs our

approach to environmental issues and applies to our own operations. For

partners in our value chain that are outside of our direct control, we encourage

them to apply the same requirements. This policy commits Unilever to:

■Ensure the Board and Unilever Leadership Executive are accountable for

implementing the Environmental Policy, overseeing our environmental strategy

and the management of key environmental impacts, risks and opportunities,

including the effectiveness of our risk management and internal control

systems.

■Comply with relevant environmental legislation and internal Unilever standards

in our operations.

■Continuously enhance our environmental management systems and

processes to improve performance, setting internal targets and public goals

with clear metrics.

■Report all incidents and near misses according to reporting requirements,

including thorough investigation, follow-up and communication of lessons

learned.

■Monitor and report transparently on our annual progress against public goals.

■Engage employees on environmental issues, goals, plans and metrics.

■Ensure those responsible for this policy and our environmental goals have the

necessary skills and competencies to lead and support our agenda.

■Collaborate with others to promote environmental care, increase

understanding of environmental issues, and share best practices.

■Monitor and respond to external issues and public concerns related to the

environment.

Unilever’s Environmental Care Framework Standards (ECFWS) apply to all

our operations and environmental aspects of our organisation, and mandate that

the Environmental Policy is implemented at all Unilever sites. Each site must

create and document a customised environmental policy aligned with the

Environmental Policy, which is authorised and communicated to all employees.

The ECFWS requires sites to identify potential serious environmental incidents

or emergencies and establish comprehensive plans to prevent or mitigate their

likely consequences. Our manufacturing sites undergo Environmental

Compliance Audits and are reviewed by Corporate Audit to assess the

robustness of their ECFWS implementation.

There are three policies that focus on the environmental impact of

our business partners:

Unilever’s Responsible Partner Policy (RPP) and its Fundamental Principles

applies not only to direct suppliers, but also includes expectations for suppliers to

cascade equivalent requirements within their own supply chain. It sets out the

mandatory requirements suppliers must meet and the mandatory management

systems they should have in place to identify and manage issues that present

significant environmental risks to their operations. Requirements are divided into

three pillars: Business Integrity & Ethics, Human Rights, and Planet. Specifically,

the principles and requirements relating to our material Environmental IROs are:

■Greenhouse gas (GHG) emissions: Reduce GHG emissions in line with the

goals of the Paris Agreement to limit global warming to well below 2°C

compared to pre-industrial levels. This includes complying with all legal

requirements and holding necessary permits for GHG emissions management

and reduction.

■Water consumption and management: Reduce water usage, especially in

high-water stress areas, and manage wastewater discharge (pollution of

water) appropriately. This includes complying with water-related laws and

permits.

■Nature protection: Conduct business in a way that protects, preserves and

regenerates nature (including biodiversity), and ensures no deforestation or

conversion occurs. This includes ensuring suppliers provide deforestation-

and conversion-free materials. Future requirements will also address the

biodegradability of organic ingredients.

■Plastic use and waste: Reduce plastic use and waste to help create

a transparent and circular economy for plastics. This includes complying with

legal requirements with respect to plastic feedstock sourcing, plastics

production, storage, transport and end-of-life management.

■Waste generation: Reduce waste generation and achieve net zero waste to

landfill. This includes ensuring waste is stored, handled, transported and

disposed of in a manner that protects health, safety and the environment.

We verify alignment to and achievement of our RPP’s Mandatory Requirements

and Mandatory Management Systems through the use of self-declaration, due

diligence scanning, online assessments and independent verification by third-

party audits in high-risk sites.

Unilever’s People & Nature Policy is a cross-commodity policy supported by

policy guidelines that set out our requirements to Direct Suppliers of In-Scope

Materials. The policy sets out four principles that these suppliers are required to

comply with:

■Protecting natural ecosystems from deforestation and conversion: We are

committed to ensuring that the In-Scope Materials entering our supply chain

will not originate from deforested land or converted natural ecosystems.

■Respecting and promoting human rights: We are committed to respecting and

advancing the human rights of all people in line with the UN Guiding Principles

on Business and Human Rights.

■Transparency and traceability: We are committed to transparency and

traceability in sourcing, governance and reporting to enable us to drive

continuous improvement.

■Being a force for good for people and planet: We are committed to working

through partnerships to protect natural ecosystems within our supply chain,

encouraging legal recognition of customary rights, implementing regenerative

agricultural land use practices, and finding ways to restore damaged

landscapes.

We seek to implement and independently verify the policy requirements over

time with all our suppliers.

Unilever Sustainable Agriculture Code (SAC) provides the basis for our

sustainable sourcing programme and helps suppliers and farmers of our

agricultural raw materials implement the principles of sustainable agriculture. In

September 2024, we published the Sustainable Agricultural Principles

(SAPs), which will replace the SAC fully in Q1 2025 and we are currently

supporting suppliers with this transition. The SAPs are a collection of good

practices designed to codify important aspects of sustainability in farming,

plantation and supply chain management, with the goal to positively transform

agricultural practices for people, nature and climate. They are made up of six

core principles which set out that the benchmarked standards should:

■Promote agricultural and business practices that ensure integrity and

accountability in a way that is transparent and traceable.

■Contribute to an agricultural supply chain that maintains and regenerates soil

health, supports appropriate land use, conserves and regenerates natural

resources, reduces waste and pollution, and avoids the introduction of

invasive species.

■Encourage agricultural practices that minimise greenhouse gases, improve

energy efficiency, and accelerate decarbonisation across the agricultural

supply chain, while building climate resilience and adaptation.

■Cover the respect and advancement of required human rights principles and

ensure that these are implemented in line with the UN Guiding Principles on

Business and Human Rights.

■Safeguard the welfare of all livestock including good animal husbandry

practices that adhere to appropriate guidelines on animal housing, feeding,

health and breeding.

■Promote an agricultural supply chain with suppliers and farmers who are

committed to continuous improvement to advance sustainable agricultural

practices within the sector.

The continued and growing use of SAP-benchmarked external standards by our

suppliers will enable us to source agricultural materials sustainably on an

ongoing basis.

Our ULE governs the Unilever Environmental Policy and Environmental Care

Framework Standard. The Chief Supply Chain Officer governs the Responsible

Partner Policy, People & Nature Policy, Sustainable Agriculture Code and

Sustainable Agriculture Principles.

Our policies underpin our approach to sustainable business. We make key

Unilever policies (including the Unilever Environmental Policy, RPP and SAC)

publicly available on our website to ensure that we are transparent in our

approach, providing access to all our stakeholders.

Unilever Annual Report on Form 20-F 2024 233
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Climate

GOVERNANCE

Sustainability performance and incentives

We continue to formally link remuneration for management employees, including the ULE, to performance against our sustainability goals. We have outlined the

details of this in the general information section on page 225 and the Directors’ Remuneration Report on pages 102 to 106. Within this framework, progress against

our climate goal in 2024 is measured on the reduction of our Scope 1 and 2 GHG emissions.

Climate Transition Action Plan

Our second Climate Transition Action Plan (CTAP) received Board approval in January 2024 and shareholder approval in May 2024 through a non-binding, advisory

vote. The CTAP outlines our 2030 climate targets and the mitigation, adaptation and advocacy actions we will take to achieve them. These actions are integrated into

the annual three-year strategic planning cycle of each Business Group. The CTAP sets out our long-term ambition to achieve net zero GHG emissions by 2039.

Climate targets

We have set near-term climate targets to reduce absolute GHG emissions from our operations (Scope 1 and 2) and our value chain (Scope 3). Our Scope 1 and 2

target was set versus a 2015 baseline using the market-based approach and was validated in 2017 by the Science Based Targets initiative (SBTi) as compatible with

a 1.5°C pathway in line with the Paris Agreement. In 2024, SBTi validated that our proposed Scope 3 targets conform with the SBTi Criteria and Recommendations

(Criteria version 5.1). We selected a more recent baseline date of 2021 for our Scope 3 targets, for which we have more accurate data. We regularly review our

approach with SBTi.

Scope of target Target Timeline
Scope 1 and 2 emissions from our operations 100% reduction By 2030, against a 2015 baseline
Scope 3 energy and industrial GHG emissions from purchased goods and<br><br>services (associated with ingredients, packaging), upstream transport and<br><br>distribution, energy and fuel-related activities, direct emissions from use of sold<br><br>products (associated with HFC propellants), end-of-life treatment of sold products,<br><br>and downstream leased assets (associated with ice cream retail cabinets) 42.0% reduction By 2030, against a 2021 baseline
Scope 3 forest, land and agriculture (FLAG) GHG emissions from purchased<br><br>goods and services (associated with ingredients) 30.3% reduction By 2030, against a 2021 baseline

Climate mitigation actions

We have identified the following decarbonisation levers and actions that will contribute to the delivery of our climate targets across our operations and our value chain:

Decarbonisation lever Key action Details
Scope 1 and 2 (Our operations)
Thermal and electrical energy Improving efficiency and using<br><br>alternative sources Improving thermal and electrical efficiency. Introducing more solar<br><br>thermal technology, electrifying thermal processes, transitioning to<br><br>sustainably sourced biofuels.
Renewable power Increasing on-site and enabling off-<br><br>site renewable energy generation Exploring increased on-site renewable electricity generation and enabling<br><br>off-site generation through large-scale, physical and virtual power<br><br>purchase agreements (PPAs).
Refrigeration Reducing emissions from<br><br>refrigeration Phasing-out high-impact systems and training teams to identify, report<br><br>and prevent leaks from existing systems.
Scope 3 (Our value chain)
Supplier Climate Programme Scaling the programme Co-funding supplier access to expert support services, sharing best<br><br>practices, assistance in setting GHG reduction targets and creating<br><br>innovation partnerships with select suppliers. Actively engaging with<br><br>industry-wide initiatives to drive standardisation and scale up approaches<br><br>to climate action and transparency.
Reformulating products Using innovative ingredients Developing lower GHG products including the use of low GHG<br><br>ingredients and packaging, and reducing palm oil usage in soap bars.
Forest-risk commodities Investing in our value chain Building supply chain infrastructure to meet deforestation-free<br><br>requirements, enrolling more suppliers and smallholder farmers in our<br><br>direct sourcing programmes and smallholder development hubs, and<br><br>driving improvements in the processing of forest-risk commodities.
234 Unilever Annual Report on Form 20-F 2024
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Decarbonisation lever Key action Details
--- --- ---
Regenerative agriculture Scaling up adoption Scaling up adoption of regenerative agriculture in our Foods business,<br><br>expanding our lower-carbon dairy programme, working across shared<br><br>supply chains with other businesses that share our suppliers to amplify<br><br>the impact of programmes.
Chemical ingredients Reducing GHG intensity Reducing the GHG intensity of soda ash production by scaling up the use<br><br>of renewable energy sources.<br><br>Reducing the GHG intensity of LAS production through increased use<br><br>renewable energy.
Packaging Reducing material use Designing new product packaging formats, transitioning to recycled and<br><br>renewable feedstocks, and designing packaging for recycling. Supporting<br><br>the development of waste management infrastructure.
Logistics Improving efficiency Redesigning our network, increasing utilisation of intermodal transport,<br><br>scaling up electric and alternative fuel vehicles.
Ice cream cabinets Increasing energy efficiency Renewing cabinet fleet with more energy-efficient models and<br><br>transitioning to renewable energy.
Aerosol propellants Developing alternatives Using less GHG-intensive propellants.

Climate adaptation actions

Some of our planned mitigation actions described above include an element of

adaptation, which will help our business respond to the current and expected

physical impacts of climate change.

Examples of this include:

■Programmes to end deforestation and scale up regenerative agriculture can

help communities adapt to climate change and increase the resilience of our

supply chains through healthier soils, which are better able to cope with more

extreme weather patterns.

■Reducing overall packaging material use and investing in collection and

processing partnerships will help to reduce plastic pollution, which can

contribute to flooding.

We are taking some other, more specific, adaptation actions outside of our

Climate Transition Action Plan.

Examples of this include:

■Flexible production between manufacturing sites.

■Water stewardship programmes in water-stressed sites.

■Developing supplier strategies for alternative and sustainably sourced

materials to build supply chain resilience.

■Leveraging new climate-driven consumer trends, such as plant-based

alternatives and fabric cleaning products that work at lower temperatures.

Climate advocacy actions

To maximise the impact of Unilever’s mitigation and adaptation actions and to

create a level playing field, we advocate for policies that drive the global

transition to net zero.

Our cross-cutting advocacy plans aim to:

■Raise the ambition of national climate strategies and plans in key markets to

align with a 1.5°C pathway.

■Ensure carbon is priced at levels necessary for the delivery of the Paris

Agreement goals.

■Scale up renewable energy capacity and secure the rapid phase-out of fossil

fuels, including fossil fuel subsidies.

■Support forest protection and nature restoration.

■Encourage the evolution of the GHG Protocol’s standards to incentivise faster

emissions reduction actions in value chains.

Our full Climate Transition Action Plan is published on our website. We have set

out the progress we have made in 2024 in implementing our CTAP in Actions and

resources in relation to climate change policies on page 240.

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Interaction of material impacts and risks with strategy and business model

Our material Environmental impacts, risks and opportunities resulting from the double materiality assessment (DMA) and the process by which these were identified

are detailed on page 230. No climate-related opportunities were identified during the DMA process.

We further conducted a scenario analysis in 2024, to assess the potential financial effects under different climate scenarios of these risks and opportunities assuming

we take no action (gross risk) and assuming we take action (net risk) to mitigate the risks. This exercise helps us understand the resilience of our strategy and

business model to climate change.

As part of this process, each risk was categorised as a physical or transition risk across three time horizons – near term (2030), medium term (2039) and long term

(2050), in line with our climate target goals. Each risk was considered under two lower temperature scenarios of 1.5ºC and <2ºC and two higher temperature

scenarios of <3ºC and >4ºC.

We believe the four climate scenarios selected as part of this exercise cover a comprehensive range of plausible risks and uncertainties.

The 1.5ºC and <2ºC scenarios contain critical assumptions about the transition to a lower-carbon and resilient economy. The <3ºC and >4ºC high warming scenarios

were selected to test the resilience of the business to the more extreme physical impacts of climate change.

The scenarios described in the table below align with the Intergovernmental Panel on Climate Change (IPCC’s) Sixth Assessment report and use the upper end of the

likely temperature ranges (in terms of probability of occurrence), to better account for acknowledged uncertainty in climate modelling. This approach allows us to test

a range of plausible but challenging physical risks within the time boundaries of our scenario analysis to 2050. The key forces and drivers across the changing

physical climate, policy and market landscape that we considered in modelling the effects of each scenario are set out on page 248.

Scenarios
1.5°C <2°C <3°C >4°C
Transition scenario Transition scenario Physical scenario Physical scenario
IPCC alignment C1: SSP(a)1-1.9 C3: SSP(a)1-2.6 C6: SSP(a)2-4.5 C8: SSP(a)5-8.5
Scenario description Global average temperature<br><br>rises are limited to 1.5°C by<br><br>2100 (>50%(b)) with no or<br><br>limited overshoot. Global temperatures continue<br><br>to increase but remain below<br><br>2°C by 2100 (>67%(b)). Global temperatures continue<br><br>to increase and are limited to<br><br>3°C (>50%(b)) by 2100. Global temperatures continue<br><br>to increase and exceed 4°C<br><br>(>50%(b)) by 2100.
This is achieved via<br><br>immediate and coordinated<br><br>global policy and action. This is achieved through<br><br>globally coordinated climate<br><br>policies, although significant<br><br>action only begins after 2030. There is no globally<br><br>coordinated climate policy;<br><br>climate mitigation policies and<br><br>actions are limited to those<br><br>already in place. There is no new globally<br><br>coordinated climate policy and<br><br>irreversible tipping points are<br><br>at increasing risk of being<br><br>crossed.
Net zero CO2e achieved by<br><br>2050. Net zero CO2e achieved by<br><br>approximately 2070. Net zero not reached by 2100,<br><br>although CO2e levels decline<br><br>from mid-century. CO2e levels continue to rise<br><br>throughout the 21st century.

(a)Shared Socioeconomic Pathways (SSPs).

(b)Probability of occurrence.

We used the selected scenarios to validate the output of our double materiality

assessment (DMA). This involved a review of risks that may emerge in the period to

2050, based on the drivers of the scenarios (including Shared Socioeconomic

Pathway descriptions), a review of other literature, and analysis of peers. The risks

and opportunities identified in the DMA were broken down into sub-risks and

opportunities and were assessed based on a high-level analysis of potential financial

impact.

For each risk and opportunity identified, we conducted a feasibility analysis to

determine the appropriateness of either quantitative or qualitative scenario

analysis methods. The criteria used for this were: availability of internal and

external data, and maturity of modelling approaches. This process included the

development of driver trees to understand the relationship between external

scenario drivers and potential financial effects. These driver trees considered

variables that influence gross and net risk.

We gathered key internal and external data, including from interviews with

internal subject matter experts. When data was unavailable, we tested and

agreed on reasonable proxies. Additionally, we identified relevant drivers of sub-

risks and opportunities for each scenario.

Our analysis does not specifically model the effect of reaching climate tipping

points (such as the melting of Greenland ice sheets) but such events could

exacerbate both climate and related financial impacts. The analysis is conducted

on a national or regional data level and excludes geography-specific breakdowns

of temperature increase and drought forecasts/crop yield declines.

We created a forward-looking view of our revenue, cost of goods sold (COGS)

and operating profit as a baseline against which to compare gross risks in each

scenario. This included assumptions about how our business could change from

2024 to 2050, such as:

■Revenue growth at a consistent rate, based on prior trends over five years.

■Volume growth at a consistent rate, based on the relationship with revenue

over five years.

■Emissions growth in line with volumes.

■Adjustments for the demerger of the Ice Cream business from 2026.

■No further progress against sustainability targets compared to present day.

This baseline enabled consistent assessment of the potential financial effects of

gross risks. To estimate the potential financial effects of net risks, we

incorporated the achievement of our sustainability goals as the primary lever.

Additional key assumptions included:

■Alternative supply strategies for key commodities; and

■Considering the impact of possible hedging strategies.

We structured our approach to be able to quantify the potential financial effects of

our risks over time to revenue, COGS, and operating profit, relative to the

baseline described above. The models considered the impact for gross and net

risks, in absolute monetary value and as a percentage of net revenue (turnover).

The results are not a forecast, rather they are an exploration of a range of

possible futures. A limitation of the approach of quantitative modelling is that not

every action we take to manage the identified risks can be easily captured within

a quantitative model. For example, the balance of our portfolio of affordable

household staples compared to premium alternatives provides relative resilience

to the risk of aggregate demand shocks, which we were not able to capture, due

to modelling complexity.

In scenarios that consider transition risks, where strict regulation is adopted on

land use and product sourcing transparency, our analysis considers the material

impacts that will be faced in 1.5ºC and <2ºC scenarios. It is assumed that these

regulations will not have been adopted in higher temperature scenarios of <3ºC

and >4ºC and hence, no impacts were assessed. Where quantitative modelling

for a risk was not possible, a qualitative assessment was made using driver

trees, which provided a structured framework for analysing how each sub-risk

may create financial implications for the business.

236 Unilever Annual Report on Form 20-F 2024
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The tables below set out the material climate-related risks that have been assessed.

Changing climate and extreme weather events (physical risk)
Rising temperatures and increasing drought frequency reduce crop outputs and increase commodity prices
bn impact on net profit (as a % of net revenue)
Description Assumptions Scenario Risk type 2030 2050
Extreme weather events such as<br><br>sustained high temperatures<br><br>increase the probability of crop<br><br>failures and reduced crop yields. Gross risk<br><br>■By 2050, palm prices increase by<br><br>13% (1.5ºC) – 31% (4°C) and other<br><br>commodities by an average of 17% (1.5°C)<br><br>– 40% (4°C).<br><br>■By 2050, extreme weather causes a 0.7%<br><br>(1.5ºC)- 1.1% (4°C) loss in revenue due to<br><br>reduced crop availability.<br><br>■Assumes 0% pass-through of costs<br><br>to customers.<br><br>Net risk<br><br>■A share of crop prices is fixed via hedging<br><br>instrument. 1.5°C Gross -0.8 (-1.3%) -1.9 (-1.7%)
Net -0.8 (-1.3%) -1.8 (-1.7%)
<2°C Gross -0.9 (-1.5%) -2.3 (-2.1%)
Net -0.9 (-1.4%) -2.2 (-2.0%)
<3°C Gross -0.9 (-1.5%) -2.9 (-2.6%)
Net -0.9 (-1.4%) -2.7 (-2.5%)
>4°C Gross -1.0 (-1.6%) -3.8 (-3.4%)
Net -1.0 (-1.5%) -3.6 (-3.3%)

All values are in Euros.

Changing climate and extreme weather event (physical risk)
Aggregate demand shocks
bn impact on net profit (as a % of net revenue)
Description Assumptions Scenario Risk type 2030 2050
Extreme weather events increase<br><br>adaptation costs globally, resulting<br><br>in increased macroeconomic<br><br>pressure, falling GDP and reduced<br><br>consumer disposable income. This<br><br>is most felt in markets that are less<br><br>prepared for extreme weather<br><br>events. Gross risk<br><br>■Scenario-related GDP loss due to climate<br><br>change modelled using RCP 2.6 and 6.0<br><br>impacts.(a)<br><br>■Global GDP impact due to climate change<br><br>in 2050 by -6.8% (1.5°C) to -16% (4°C).<br><br>■Income elasticity coefficients applied to<br><br>GDP losses to model how a fall in global<br><br>income leads to reduced consumer<br><br>spending.<br><br>■Income elasticity coefficients used for<br><br>premium (1.44) and non-premium (1.00)<br><br>categories to model rates of spending<br><br>decline by product type.<br><br>Net risk<br><br>■No mitigations were modelled<br><br>quantitatively. 1.5°C Gross -0.7 (-1.2%) -3.8 (-3.4%)
<2°C Gross -0.8 (-1.3%) -4.2 (-3.8%)
<3°C Gross -0.9 (-1.4%) -7.4 (-6.7%)
>4°C Gross -0.9 (-1.5%) -8.9 (-8.1%)

All values are in Euros.

(a)Representative Concentration Pathways (RCPs).

Changing climate and extreme weather events (physical risk)
Increased manufacturing and supply disruption
Description Assumptions Risk type Description
Increased physical effects<br><br>of climate change disrupt<br><br>commodity supplies, cause plant<br><br>outages or disrupt our distribution<br><br>infrastructure, causing delays and<br><br>supply shortages and increasing<br><br>uncertainty in financial planning for<br><br>key commodities.<br><br>Given the volatility-driven,<br><br>and therefore unpredictable,<br><br>nature of this risk, a quantitative<br><br>analysis is not feasible. Gross risk<br><br>■Climate change-driven increase in extreme<br><br>weather disrupts supply chains, increasing<br><br>delays, shortages and costs.<br><br>Net risk<br><br>■Alternative sourcing strategies alleviate<br><br>commodity shortages; insurance reduces<br><br>costs from damages, delays and<br><br>shortages; hedging fixes a share of<br><br>commodity and energy prices. Gross In 1.5°C and <2°C scenarios, rising temperatures intensify<br><br>extreme weather and market volatility, increasing commodity/<br><br>energy and procurement costs. However, in <3°C and >4°C<br><br>scenarios, greater temperatures rises drive more extreme<br><br>weather (a 4°C rise quadruples extreme weather versus<br><br>1.5°C), thereby increasing costs.
Net In 1.5°C and <2°C scenarios, mitigation actions reduce<br><br>commodity/energy and procurement costs. However, in <3°C<br><br>and >4°C scenarios, extreme weather is more likely, increasing<br><br>mitigation costs (e.g. insurance and hedging) and narrowing<br><br>the gap between gross and net costs.
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Carbon taxes (transition risk)
--- --- --- --- --- ---
Carbon taxes levied on suppliers increasing raw material costs
bn impact on net profit (as a % of net revenue)
Description Assumptions Scenario Risk type 2030 2050
Carbon taxes impact the price of<br><br>raw materials. Gross risk<br><br>■1.5°C: Carbon price increases from USD<br><br>70/T in 2025, reaching USD 250/T by<br><br>2050, based on the IEA’s(a) Net Zero 2050<br><br>Scenario..<br><br>■<2°C: Carbon price increases from USD 0/<br><br>T in 2030, reaching USD 200/T by 2050,<br><br>based on the IEA’s Announced Pledges<br><br>Scenario.<br><br>■Carbon tax mechanisms are implemented<br><br>in all regions uniformly.<br><br>■Both carbon taxes and carbon removals<br><br>costs are paid from 2039.<br><br>Net risk<br><br>■We achieve 90% reduction in emissions<br><br>versus our 2021 baseline by 2050; carbon<br><br>removals are purchased from 2039 to 2050<br><br>to neutralise residual emissions; cost of<br><br>carbon removals is USD 83/T by 2050 in<br><br>all scenarios.<br><br>Excludes impacts on household purchasing<br><br>power due to carbon taxes. 1.5°C Gross -5.3 (-8.4%) -14.2 (-12.9%)
Net -2.6 (-4.2%) -1.0 (-0.9%)
<2°C Gross 0.0 (0.0%) -11.3 (-10.3%)
Net 0.0 (0.0%) -0.9 (-0.8%)

All values are in Euros.

(a)International Energy Agency (IEA).

Land use pressure & regulation (transition risk)
Impact of changing land use regulation on crop prices
bn impact on net profit (as a % of net revenue)
Description Assumptions Scenario Risk type 2030 2050
Regulations and changing land<br><br>use patterns reduce land available<br><br>to meet increasing demand for<br><br>food crops and biomass/feedstock<br><br>and reduce crop outputs. Gross risk<br><br>■1.5°C:<br><br>■Cropland growth of 0.2% CAGR and<br><br>crop demand growth of 0.7% CAGR, as<br><br>per academic sources.<br><br>■Implied annual crop price growth<br><br>of 0.5%.<br><br>■<2°C:<br><br>■Zero cropland growth and crop demand<br><br>growth of 0.7% CAGR, as per academic<br><br>sources.<br><br>■Implied annual crop price growth<br><br>of 0.7%.<br><br>Net risk<br><br>■No mitigations have been modelled, due to<br><br>complexity and lack of data. We maintain<br><br>our deforestation-free target for key forest-<br><br>risk commodities and implement our<br><br>sustainable sourcing programmes. 1.5°C Gross -0.7 (-1.0%) -1.1 (-1.0%)
<2°C Gross -0.7 (-1.2%) -1.6 (-1.4%)

All values are in Euros.

Product regulations and claims: composition and sourcing transparency (transition risk)
Increased scrutiny of sustainability claims
Description Assumptions Risk type Description
Introduction of anti-greenwashing<br><br>regulation globally increases the<br><br>scrutiny of sustainability claims. Gross risk<br><br>■Higher costs associated with increased<br><br>compliance.<br><br>■Potential revenue decline due<br><br>to reputational damage should<br><br>investigations be opened to review our<br><br>claims.<br><br>Net risk<br><br>■We achieve our sustainability targets,<br><br>which credibly substantiate our<br><br>sustainability claims, and align our<br><br>sustainability marketing across brands for<br><br>consistency. Gross 1.5°C: In the short term, countries worldwide follow Europe’s<br><br>lead by formalising anti-greenwashing regulation. Regulators<br><br>monitor and scrutinise sustainability claims more rigorously.<br><br><2°C: Regulatory scrutiny becomes more rigorous from 2030,<br><br>increasing the potential for action against us in the shape of<br><br>claims reviews.
Net External audit, internal controls and verification processes<br><br>support our sustainability claims, reducing the risk of negative<br><br>impacts on our reputation and P&L.<br><br>Increased brand and marketing spend to effectively<br><br>communicate our claims across brands.
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Product regulations and claims: composition, sourcing transparency and labelling (transition risk)
--- --- --- ---
Impact of increasing sourcing transparency requirements on commodity prices and operating costs
Description Assumptions Risk type Description
Growing regulatory requirements<br><br>increase scrutiny of, and<br><br>sustainability requirements for,<br><br>commodity supply chains<br><br>increasing commodity and<br><br>compliance costs. Gross risk<br><br>■Regulations (e.g. CSDDD, EUDR) become<br><br>more stringent and prevalent, increasing<br><br>due diligence requirements for raw<br><br>material sourcing, labour standards and<br><br>manufacturing processes, and fines for<br><br>non-compliance. Initially affecting Europe,<br><br>expanding to all regions from 2030.<br><br>Net risk<br><br>■We maintain our deforestation-free target<br><br>for forest-risk commodities and comply<br><br>with EUDR to avoid fines; we invest in<br><br>sustainable supply chain technology and<br><br>compliance capabilities; we re-design<br><br>products to alleviate dependency on less<br><br>sustainable inputs. Gross 1.5°C: Commodity costs rise due to sourcing from compliant<br><br>suppliers and higher labour costs, while due diligence<br><br>compliance costs and potential fines increase operating<br><br>expenses.<br><br><2°C: Costs are deferred, as policy action is delayed to 2030<br><br>and applies primarily within the EU.
Net Implementation of our sustainable sourcing programmes limits<br><br>cost exposure, and implementation technology and training to<br><br>ensure compliance with regulations (e.g. EUDR) reduces the<br><br>risk of fines.
Energy transition (transition risk)
--- --- --- --- --- ---
Rising cost of petrochemicals
bn impact on net profit (as a % of net revenue)
Description Assumptions Scenario Risk type 2030 2050
Petrochemical prices rise driven<br><br>by policy interventions targeting<br><br>the energy transition away from<br><br>fossil fuels and rising oil prices. Gross risk<br><br>■By 2050, petrochemical prices increase by<br><br>0.9% (1.5°C) to 1.9% (>4°C) CAGR to<br><br>2050 driven by policy interventions.<br><br>■Market prices for key petrochemicals<br><br>ingredients used to set baseline.<br><br>■Forecast market price growth rate scaled<br><br>using NGFS.(a)<br><br>■0% pass-through of increased costs<br><br>to customers.<br><br>Net risk<br><br>■Sustainable alternatives assumed<br><br>to substitute a share of volumes.<br><br>■Hedging used to fix a share of<br><br>petrochemical prices. 1.5°C Gross -0.3 (-0.5%) -0.8 (-0.7%)
Net -0.3 (-0.5%) -0.8 (-0.7%)
<2°C Gross -0.4 (-0.6%) -1.4 (-1.3%)
Net -0.4 (-0.6%) -1.3 (-1.2%)
<3°C Gross -0.5 (-0.8%) -2.1 (-1.9%)
Net -0.4 (-0.7%) -1.9 (-1.8%)
>4°C Gross -0.5 (-0.8%) -2.1 (-1.9%)
Net -0.4 (-0.7%) -1.9 (-1.8%)

All values are in Euros.

(a)Network for Greening the Financial System (NGFS).

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In preparing our 2024 Unilever consolidated financial statements, we have

considered the impact of both physical and transition climate change risks, as

well as our mitigation plans and our CTAP, on the current valuation of our assets

and liabilities. We do not believe there is a material impact on the financial

reporting judgements and estimates arising from these considerations. As a

result, the valuations of our assets and liabilities have not been significantly

impacted as at 31 December 2024.

Refer to note 1 of the consolidated financial statements for further information on

page 142.

Resilience of our strategy and business model to

climate change

The outcomes of our scenario analysis provide us with insights into potential

business and financial risks and are an important input into our strategic planning

processes over the medium- to long-term horizons.

The analysis indicates that physical climate risks may impact us in all scenarios,

especially at <3°C and >4°, becoming more pronounced over time. Under these

scenarios, physical climate risks impact our supply chain, causing damage and

disruption, reducing crop yields and driving up commodity prices. Rising

temperatures and extreme weather increase adaptation and mitigation costs,

depress GDP growth, and may reduce demand for our products, especially for

premium products and in more climate-affected regions. To mitigate these risks,

we are:

Building resilience in our supply chain: We are implementing deforestation-

free and sustainable sourcing programmes to help suppliers adopt resilient

practices and develop alternative sourcing strategies. Our supply chain resilience

and procurement teams work together to address resilience issues through

detailed action plans, using a proactive and digital-driven approach. In 2023, we

started a transformation programme in Foods to address climate change supply

chain disruptions, and we expanded this to other Business Groups in 2024. In

addition, we have invested in Unilever Oleochemicals Indonesia (UOI) to

produce palm derivatives for various regions and secure our long-term supply of

product (including future sustainable product).

Continually evolving our portfolio towards more sustainable products:

While the ability to predict and respond to demand shocks may be limited, we will

be positioned to leverage the diversity of our portfolio and the strength of our

affordable core brands to mitigate some of the impact. For example, we are

developing products that can be used with less water.

Hedging against commodity price rises: We forward-buy traded commodities

and use other similar mechanisms to hedge against price rises in the short term.

The Global Commodities team monitors market insights and risks for all key

commodities on an ongoing basis to develop hedging proposals. In addition, we

monitor changing weather patterns and integrate weather system modelling into

our forecasting process.

Transition risks are more significant and may impact us sooner in 1.5°C and

<2°C scenarios. Earlier implementation of global carbon taxes, evolving

sustainable supply chain regulations (e.g. EUDR or CSDDD) and changes to

land use regulations (e.g. to increase protected areas) could increase costs.

Stricter sustainability claims regulations could make it harder and more

expensive to commercialise the benefits of our sustainability investments. To

mitigate these risks, we are:

Reducing our GHG emissions: We are taking action to reduce our

most material GHG emissions, as set out in our CTAP, and mitigate the potential

financial impact of carbon taxes. The scenario analysis identifies the transition

risk associated with carbon taxes as the risk with the largest potential financial

effect to our business. Our actions include product redesign strategies to replace

petrochemical based ingredients with more sustainable alternative ingredients.

Sourcing our commodities responsibly: We remain focused on maintaining

our deforestation-free target for key forest-risk commodities and continuing to

implement our sustainable sourcing programme to increase the transparency of

our sourcing decisions.

Investing and upskilling: We are investing in technology and workforce

upskilling, to ensure compliance with current and future legislation.

Significant uncertainties remain about the extent and exact nature, timing, and

geographic location of both physical and transition climate risks to our business.

While the potential financial effects of carbon taxes, in the scenarios of limiting

warming to 1.5C or <2C, may be significant to our business, high warming (<3°C

and >4°C) scenarios would pose profound challenges to global economic

stability and thus even greater uncertainty for our business. As a result, we

continue to advocate externally to ensure carbon is priced at levels necessary to

achieve the Paris Agreement goals. This will be key to meeting our 2030 targets

and net zero ambition. Our wider climate advocacy agenda is not just critical to

supporting the achievement of our climate targets but is also key to driving

systemic global initiatives to limit the possible impacts of the climate scenarios.

240 Unilever Annual Report on Form 20-F 2024
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IMPACT, RISK AND OPPORTUNITY MANAGEMENT

Policies

Unilever’s climate policies, which include policies related to our own operations

and our value chain, are disclosed in our Environmental policies section on page

  1. The table below demonstrates our policy positions on addressing our

material climate-related impacts and risks.

GHG<br><br>emissions(a) Land use<br><br>regulation Product<br><br>regulations<br><br>and claims Energy<br><br>transition
Unilever Environmental Policy
Responsible Partner Policy
People & Nature Policy
Sustainable Agriculture Code<br><br>and Sustainable Agriculture<br><br>Principles
Hedging Policy(b)

(a)Includes GHG emissions in our own operations and value chain, and impacts relating to

changing climate and extreme weather events and carbon taxes.

(b)Unilever's hedging policy is provided in note 16 of the Financial Statements on page 174. This

forms part of the Treasury standards ultimately owned by the CFO.

Actions

The key actions we have taken in 2024 against each decarbonisation lever

identified in our CTAP are set out below.

Our operations (Scope 1 and 2)

Reductions in our Scope 1 and 2 emissions are expected to account

for approximately 1% of our targeted GHG emissions reductions to 2030. An

increasing number of sites are electrifying thermal energy production by using

heat pumps and electric boilers, and in 2024 we installed our first industrial-scale

electric boiler at our Nepal factory.

Our Scope 1 and 2 emissions reductions include the impact of the GHG

emissions from our significantly expanded operations at our Unilever

Oleochemicals Indonesia (UOI) refinery. To help manage this impact, UOI has

invested in sourcing biomethane, which is being produced from a waste product

of the palm oil production process, from two palm mills to supply its energy

needs. A roadmap is in place to do this for six other mills over the next three

years and we plan to significantly increase our use of this renewable fuel by

2030.

Our focus in the coming years remains on implementing large-scale electrical

and thermal energy efficiency initiatives, electrifying thermal processes, and

sourcing sustainable biofuels. Each of our Business Groups has developed

detailed roadmaps, considering the most appropriate low-carbon technologies

and energy sources for our diverse range of manufacturing technologies and site

locations.

Our value chain (Scope 3)

The table set out on page 242 demonstrates the contribution of our identified

Scope 3 decarbonisation levers towards our targeted GHG emissions reductions

to 2030.

Supplier Climate Programme

Our Supplier Climate Programme, launched in 2021, is focused on accelerating

the transition of key suppliers to a position of climate leadership. We define this

as suppliers setting their own science-based GHG reduction targets, publicly

reporting progress against their targets, and having the capacity and capability to

provide us with a Product Carbon Footprint (PCF) for the materials we buy.

In 2024, we engaged with 291 suppliers to accelerate their climate action and

capabilities. These suppliers represent approximately 42% of Unilever’s Scope 3

emissions from raw materials, packaging and collaborative manufacturing. Out of

the 291 suppliers we approached, 181 are actively participating in the

programme to date. In total, we have received almost 700 PCF data sets from

suppliers, which form the basis for identifying, planning and delivering emissions

reductions. Where these PCFs have been validated by our internal teams to be

calculated in line with the PACT (Partnership for Carbon Transparency)

methodology, they have been used in 2024 as part of our Scope 3

GHG emissions calculation. In 2024, we also focused on upskilling on climate

action within our Procurement function.

Separately, our Business Groups have led the identification of strategic suppliers

with whom we can create innovative and high-impact partnerships to reduce

emissions. For example, Personal Care has established workstreams with two

aerosol can suppliers to further explore GHG reduction opportunities through

recycled and low-carbon aluminium.

In 2025, the focus for the Supplier Climate Programme will be to scale the

initiative further, drive emission reduction plans for priority portfolios through

decarbonisation roadmaps with suppliers, and to embed climate into key

commercial processes and documents, including supplier contracts.

Reformulating products

This is one of our biggest opportunities to reduce emissions without

compromising on product performance or consumer experience. In 2024, our

Business Groups deployed several reformulated products with demonstrated

GHG reductions in market. These products included Sunlight’s 100% plant-based

RhamnoClean technology and Persil’s Wonder Wash detergent in our Home

Care Business Group. Our Personal Care Business Group successfully launched

soap bars with reduced fatty matter content delivering a superior consumer

experience across two key brands in India, with plans to roll out to other markets

from 2025 onwards.

Our Business Groups have now established detailed reformulation roadmaps

across their portfolios to 2030, which will form the basis of innovation plans

beyond 2024 to deliver superior products while reducing GHG emissions.

Forest-risk commodities

The GHG emissions from the production of our key forest-risk commodities (i.e.

palm oil, paper and board, tea, soy and cocoa) arise from land use change (e.g.

deforestation), agricultural practices and downstream processing. In 2024, we

set a goal to maintain a 95% deforestation-free supply chain of these

commodities in 2024.

Palm oil is the most material forest-risk commodity in our supply chain. To

address this, we enrolled over 20 independent palm oil mills and tier two

suppliers into our sustainability programme in 2024. We are making progress on

our Good Palm strategy, which enrols new suppliers into our programme,

including those we partner with to remediate past deforestation. We have

mapped the locations of over 32,000 smallholder farms and are active in three

palm oil smallholder development hubs with SNV, Widya Erti Indonesia (WEI)

and the World Resources Institute (WRI). To drive improvements in the

processing of forest-risk commodities and lower GHG emissions in the future,

336 palm oil mills in our supply chain now have methane capture in place.

Regenerative agriculture

In 2024, we raised our ambitions, committing to scale up regenerative agriculture

practices across 1 million hectares by 2030 and implemented 17 new

regenerative agriculture projects, bringing our total to 23 active projects covering

a cumulative total of over 129,000 hectares since 2021. For further information

on our regenerative agriculture programmes, refer to page 255 within our

Biodiversity and Ecosystems disclosure.

Chemical ingredients

Two key chemical ingredients contribute a significant proportion of our Scope 3

GHG emissions: linear alkylbenzene sulphonate (LAS) and soda ash. To meet

our Scope 3 reduction targets, we must reduce the GHG intensity of both LAS

and soda ash production.

In 2024, we worked closely with our suppliers of these ingredients to reduce the

GHG footprint of their LAS production and contracted for additional volumes of

low-GHG soda ash. The latter includes lower-GHG synthetic soda ash

manufactured with carbon capture of CO2 emissions from processing, as well as

natural soda ash. We will continue to scale these programmes in the period

2025-2027.

Packaging

Emissions from packaging predominantly arise from packaging production and at

end of life through incineration or landfill. In 2024, we reduced our use of virgin

plastics for the packaging of our products by 23% versus a 2019 baseline. We

reported 57% of our plastic packaging to be reusable, recyclable or compostable,

and that we collected and processed plastic waste equivalent to 93% of our

plastic packaging sold. The focus of our future packaging plans will be to further

increase recyclability, increase PCR inclusion and accelerate absolute virgin

plastic reduction in all formats including flexibles.

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Logistics

We use logistics and distribution networks across the world to transport our raw

materials and products, resulting in GHG emissions from fossil fuel use. In 2024,

we achieved a 2% reduction in CO2e per sold tonne compared to 2023. This

improvement was primarily driven by reduced kilometres travelled due to

operational efficiencies in North America. We also made good progress in our Ice

Cream business in Turkey where we are using solar power for our fleet, which

now includes 47 electric vehicles.

Ice cream cabinets

Ice Cream has a global cabinet fleet of close to 3 million point-of-sale ice cream

freezers, all of which use electricity with associated GHG emissions. Renewable

Energy Certificates (RECs) that were purchased in 2023 to offset a proportion of

electricity used by these cabinets in Turkey and Indonesia were not renewed for

  1. The impact of this decision is reflected in our total 2024 Scope 3 GHG

emissions.

In March 2024, Unilever announced the planned separation of the Ice Cream

Business Group in 2025. As a result, a revised climate strategy for the

standalone business will be developed in 2025.

Aerosol propellants

Outside of the US and Canada, Unilever uses natural hydrocarbon gases for

these spray formats which are not classified as GHGs. However, in part due to

historic restrictions in the US and Canada regarding volatile organic compound

(VOC) regulations, our spray formulas in these markets use hydrofluorocarbon

propellant which is classified as a GHG.

In 2024, we made further progress towards our key milestones on innovating for

alternative propellant systems to replace hydrofluorocarbon propellants, with

ongoing efforts focused on technology readiness and proposition testing ahead

of product launches in future years.

Climate & Nature Fund

Our Climate & Nature Fund (CNF) supports the delivery of our sustainability

goals and in 2024, our total CNF commitments since the Fund’s launch in 2020

increased from €0.3 billion in 2023 to €0.7 billion. We added €0.4 billion in 2024

related to our upstream value chain investments, which contribute to Unilever's

future fit operations and sustainability goals, including our NDPE palm value

chain investments in UOI. In addition, we invested €23 million in a partnership

with Nufarm, through which we are aiming to develop a variety of sugar cane to

extract lower GHG intensity plant-based oils for use in cleaning ingredients.

Cumulative spend by the Fund since 2020 is €0.4 billion.

Our wider influence on society

Policy advocacy

In 2024, we made progress on many of our climate policy advocacy priorities.

Key actions included:

■Nationally Determined Contributions: We published a report on the

importance of Nationally Determined Contributions (NDCs) in raising national

climate ambition to align with a 1.5°C pathway, including via the

implementation of robust carbon pricing mechanisms. It was promoted via

social media and was the subject of a Climate Week event in New York, co-

hosted with the Brazilian government.

■Renewable energy capacity and fossil fuel phase-out: As members of

RE100, WBCSD and at global events such as Climate Week New York,

Unilever has actively supported the global campaign to triple renewable

energy capacity. In 2024, we joined the Asia Clean Energy Coalition (ACEC)

and have been active in the Indonesia Working Group, co-developing

research and a government engagement plan.

■GHG Protocol standards to incentivise emissions reduction actions in

value chains: Through our participation in relevant WBCSD working groups

and the Value Change Initiative, we are working collaboratively to tackle the

challenge of quantifying the GHG emissions impact of interventions in our

land-based value chain, and how to count that impact towards our

sustainability goals.

■Chemical ingredients: We are engaged in two issues teams within Cefic, the

European Chemical Industry Council, focused on market pull measures to

support sustainable feedstocks, and a WBCSD working group established to

drive alternative chemical feedstocks. Unilever now also chairs a cross-

industry working group on the topic in India.

Trade associations and industry partnerships

In March 2024, we published our first Climate Policy Engagement Review, which

included an independent review of the positions and engagement activities of our

main industry associations, to determine whether they are consistent with

Unilever’s priority policy areas. We received a 100% (14/14) score for our

disclosures on climate policy engagement from InfluenceMap, a global think tank

providing open-source data on corporate influence on climate change to

investors and other stakeholders.

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METRICS AND TARGETS

Targets

Our near-term 2030 targets to reduce our GHG emissions have been set in accordance with a cross-sector emissions pathway and the draft GHG Protocol Land

Sector and Removals guidance and align with the near-term time horizon of 2030 considered in our resilience analysis. Our targets that relate to the risks associated

with land use pressure and regulation and product regulations and claims are addressed within Biodiversity and Ecosystems on page 256.

We set our climate targets for the entities and activities that fall within the boundaries of our GHG inventory, as disclosed in our total GHG emissions on page 244. As

part of our critical assumptions for setting our GHG emission reduction targets, our 2030 modelled outcomes include our 2030 growth trajectories and reflect the

expected technology advances, product formulation changes and portfolio shifts in the period. Our GHG emissions for 2015 (Scope 1 and 2) and 2021 (Scope 3)

were considered as representative of Unilever’s typical GHG emissions profile and form the baselines for our targets.

The table below sets out our baseline emissions, the scope of our baseline emissions covered for each target and the absolute 2030 GHG emissions target value.

Climate targets (million tonnes CO2e) Baseline year Total baseline<br><br>emissions Emissions in<br><br>scope of 2030<br><br>target % Baseline<br><br>emissions in<br><br>scope of target Total emissions<br><br>target reduction<br><br>factor 2030 target<br><br>absolute<br><br>reduction
Scope 1 and 2 2015 2.1 95.6%(a) 2.0 100.0% 2.0
Total Scope 3 2021 55.3 71.8% 39.8 39.5% 15.7
Total Scope 3 FLAG 2021 10.2 81.9%(b) 8.4 30.3% 2.5
Total Scope 3 E&I 2021 45.1 69.6%(b) 31.4 42.0% 13.2

(a)Exceeds minimum coverage required by SBTi of 95%.

(b)Exceeds minimum coverage required by SBTi of 67.5%.

To meet our targets, our actions must deliver the planned reduction in our baseline emissions as well as 100% reduction in additional emissions from product volume

growth between the baseline year and 2030. We have plans in place to cover 100% of our Scope 1 and 2 emissions in scope of our Scope 1 and 2 target through

three priority decarbonisation levers of thermal and electrical energy, renewable power and refrigeration. The actions we have identified to reduce our Scope 3

emissions only partially address the total emissions in scope of our Scope 3 target. We have identified a scaling and innovation gap to reach our target which

underscores the need to continually search for new solutions and ways to scale existing ones faster than is currently possible. Of the identified plans, we expect the

most material reductions to come from Scope 3 FLAG and E&I emissions related to raw materials and ingredients.

The table below demonstrates the contribution of our identified decarbonisation levers towards reducing both our Scope 3 baseline emissions and our forecasted

Scope 3 GHG emissions from volume growth in the period to 2030.

Scope 3 Decarbonisation lever % contribution of targeted reductions<br><br>(baseline plus growth)
Supplier Climate Programme 14%
Reformulating products 13%
Forest-risk commodities 10%
Regenerative agriculture 4%
Chemical ingredients 6%
Packaging 3%
Logistics 2%
Ice cream cabinets 19%
Aerosol propellants 7%
Sub total 78%
Scaling and innovation gap(a) 22%
Total(b) 100%

(a)The scaling and innovation gap represents the amount of GHG emissions for which we need to develop new or scale existing solutions.

(b)Represents 15.7m CO2eT of total reductions by 2030 vs. 2021 baseline plus additional reductions to cater for emissions from growth in the period 2021–2030.

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Scope 1 and 2 target performance

| The percentage change in Scope 1 and 2 market-based GHG emissions is the difference between the current reporting period and the 2015 baseline period (1<br><br>October 2014 to 30 September 2015). Gross Scope 1, 2, 3 and total GHG emissions calculation methodology is disclosed on page 244.<br><br>Exclusions: All emissions from biogenic fuels and owned or leased vehicles controlled by Unilever are excluded from the target scope in line with the SBTi<br><br>minimum scope requirement. | | --- || Scope 1 and 2 GHG emissions – Unilever operations (million tonnes CO2e) | 2030 target<br><br>% reduction | 2015 baseline | 2024<br><br>% change<br><br>vs. 2015<br><br>baseline | 2023<br><br>% change<br><br>vs. 2015<br><br>baseline(a)(b) | 2022<br><br>% change<br><br>vs. 2015<br><br>baseline(a)(c) | | --- | --- | --- | --- | --- | --- | | Reduce absolute operational GHG emissions (Scope 1 and 2) by 100% by 2030 from a<br><br>2015 baseline | -100% | 2.01 | -72% | -70% | -63% |

(a)2023 and 2022 measured for 12-month period ended 30 September.

(b)Restated from 74% in 2023 due to change in measurement methodology (see below).

(c)Restated from 68% in 2022 due to change in measurement methodology (see below).

In 2023, we improved our GHG measurement methodology, with a more complete and accurate measurement of emissions categories previously deemed immaterial.

In 2024, to comply with SBTi guidelines, some of these emission categories (e.g. small offices and small warehouses), have been included in our SBTi target

emissions coverage, including our 2015 baseline, resulting in a restatement of performance for prior years.

The 2% improvement in our target performance is driven by good progress on our Scope 1 emissions in 2024 related to continued energy efficiency measures,

electrifying thermal energy production at several sites and our first industrial-scale electric boiler at our Nepal factory.

Our Sustainability Progress Index (SPI) climate goal (Scope 1 and 2) performance, for internal remuneration purposes, was 76.5% as detailed on page 105.

Scope 3 target performance

| Scope 3 Energy and Industrial GHG target – 42% absolute reduction in SBTi Scope 3 E&I GHG emissions by 2030<br><br>The percentage change in Scope 3 Energy and Industrial (E&I) GHG emissions is the difference between the current reporting period and the 2021 baseline period<br><br>(1 October 2020 to 30 September 2021).<br><br>Emissions are categorised according to the GHG Protocol Corporate standard and include those from ingredients and packaging purchased by Unilever,<br><br>ingredients and packaging from collaborative manufacturing in India, fuel and energy activities, upstream transport and distribution, hydrofluorocarbon (HFC)<br><br>propellants in sold products, end-of-life treatment of sold products manufactured by Unilever and by collaborative manufacturers in India, and downstream leased<br><br>assets.<br><br>Exclusions: E&I emissions associated with collaborative manufacturers outside India, purchased goods and services outside of ingredients and packaging, capital<br><br>goods, waste generated in operations, business travel, employee commuting, downstream transport and distribution, processing of sold products, use of sold<br><br>products (water purifiers only), franchises and investments.<br><br>Scope 3 Forest, Land and Agriculture GHG target – 30.3% absolute reduction in SBTi Scope 3 FLAG GHG emissions by 2030<br><br>The percentage change in Scope 3 Forest Land and Agriculture (FLAG) GHG emissions is the difference between the current reporting period and the 2021<br><br>baseline period (1 October 2020 to 30 September 2021).<br><br>FLAG emissions relate to GHG Protocol Category 1 – ingredients purchased by Unilever and collaborative manufacturers in India.<br><br>Exclusions: FLAG emissions associated with collaborative manufacturers outside of India.<br><br>Gross Scope 1, 2 and 3 and total GHG emissions calculation methodology is disclosed on page 244. | | --- || Scope 3 GHG emissions – Unilever value chain (million tonnes CO2e) | 2030 targets | 2024<br><br>emissions | 2021 baseline | 2024<br><br>% change<br><br>vs. 2021<br><br>baseline | | --- | --- | --- | --- | --- | | Reduce absolute Scope 3 energy and industrial (E&I) GHG emissions from purchased goods and<br><br>services (associated with ingredients, packaging), upstream transport and distribution, energy and fuel-<br><br>related activities, direct emissions from use of sold products (associated with HFC propellants), end-of-life<br><br>treatment of sold products, and downstream leased assets (associated with ice cream retail cabinets) by<br><br>42% by 2030, from a 2021 baseline. | -42.0% | 29.0 | 31.4 | -8% | | Reduce absolute Scope 3 forest, land and agriculture (FLAG) GHG emissions from purchased goods and<br><br>services (associated with ingredients) by 30.3% by 2030, from a 2021 baseline. | -30.3% | 7.2 | 8.4 | -14% |

In 2024, there were significant increases in emission factors across global databases for fossil-fuel-related materials and processes (e.g. plastics, chemicals, energy),

which are reflected in our 2024 GHG emissions reporting and our Scope 3 E&I and FLAG target performance. Changes to emission factors of this nature are not

within our control and over time will be adjusted in our target baselines so that we can report the impact of the actions we are taking. We included 512 supplier

specific product carbon footprint (PCF) data points within our Scope 3 GHG measurement for the first time in 2024, which is a significant milestone towards improving

the accuracy of our GHG data.

Scope 3 E&I: The reduction in E&I emissions since 2021, primarily relates to overall product volume decline including divestments in the period and logistics

operational efficiencies. As set out in our CTAP, we expect progress against our E&I target to be more challenging given the significant contribution of chemicals from

our Home Care business group. We are making progress to work with our suppliers to develop and increase the supply of lower GHG alternatives for these

chemicals, the impact of which will be reflected in future years as we scale these programmes.

Scope 3 FLAG: The good progress we have made in reducing our FLAG emissions since 2021 is primarily driven by significant efforts to source deforestation-free

palm and improved data from our suppliers through the Supplier Climate Programme. The impact of these programmes to date is a reduction of approximately 1.2

million tonnes CO2e and has been reflected in our GHG emissions measurement in 2024. The most material change in PCF data reflects our sourcing of soy from

regions with a lower GHG impact.

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Gross Scope 1, 2 and 3, and total GHG emissions

Total GHG emissions are calculated using the GHG Protocol Corporate Standard and relate to the activities reported in our consolidated accounting group (parent<br><br>and subsidiaries). We do not have material emissions related to associates, joint ventures or unconsolidated subsidiaries and contractual arrangements where we<br><br>have operational control. Total GHG emissions are the sum of Scope 1 and 2 activities within our operations and Scope 3 activities, covering upstream and<br><br>downstream value chain.<br><br>Total GHG emissions include all seven greenhouse gases as required by the GHG Protocol standard, combined into a single CO2-equivalent (CO2e) unit using<br><br>Global Warming Potential (GWP) values from the IPCC 6th Assessment Report for Scope 1 and 3, and market-based factors from the IEA (2021) for Scope 2. Data<br><br>collection is from both internal and external sources, based on industry-accepted standards where available.<br><br>Scope 1 and 2 emissions<br><br>Scope 1 and 2 emissions are calculated as the sum of GHG emissions from energy used, energy sold and refrigerant use, reported in tonnes for all manufacturing<br><br>sites and the majority of logistics and office sites.<br><br>Energy used and energy sold: Data is collected from meter readings and invoices for each site in GJ and includes combustion of fossil fuels (Scope 1), as well as<br><br>purchased, generated and sold electricity, heat and steam (Scope 2). Carbon emission factors are used to convert energy (GJ) into greenhouse gases (GHG).<br><br>Scope 1 factors are provided by the Intergovernmental Panel on Climate Change (IPCC) and Scope 2 factors are based on Renewable Energy Attribute Certificates<br><br>or supplier data, following the GHG Protocol's Scope 2 Market-Based method. When Energy Attribute Certificates (EACs) are applied, electricity consumption is<br><br>reported as renewable with an emission factor of zero.<br><br>Refrigerant use: HFC consumption data is taken from site maintenance records for each site, including Global Warming Potential (GWP) factors for each refrigerant<br><br>type, which are converted from refrigerant losses (kg) to GHG emissions. GWP factors for HFC refrigerants are provided by the IPCC.<br><br>Sulphur hexafluoride (SF6) emissions from high voltage equipment: Amount of SF6 leaked from electrical insulators is calculated using an estimate of amount of SF6<br><br>across our sites and an average SF6 equipment leakage rate based on IPCC Guidelines multiplied by the GWP factors.<br><br>For logistics and office sites not reporting in Unilever systems, Scope 1 and 2 emissions are estimated based on measured sites and site headcount or pallet<br><br>position.<br><br>Exclusions: CO2 emissions from the combustion of biomass; the capturing of CO2 by the vegetation during growth is considered to offset emissions from<br><br>combustion.<br><br>Scope 3 emissions<br><br>The two most material categories of emissions are Category 1 – Purchased goods and services, and Category 11 – Consumer Use of Sold Products, which were<br><br>estimated as follows.<br><br>Category 1 – Purchased goods and services<br><br>Ingredient and packaging emissions are calculated by multiplying the volumes of ingredients and packaging purchased by Unilever and collaborative manufacturers<br><br>production volumes by emission factors.<br><br>Ingredients and packaging purchased by Unilever include emissions generated from production and transportation from ’cradle to gate’ (farming/mining of raw<br><br>materials to delivery at Unilever). We categorise transportation emissions from suppliers to Unilever under Category 1, instead of Category 4 as recommended by<br><br>the GHG Protocol, as we cannot separate these from other transportation emissions. Emissions not directly related to raw material production, such as head office<br><br>and marketing, are excluded.<br><br>Emissions from packaging materials are assumed to be E&I. Ingredient emissions are further categorised into:<br><br>■FLAG: Emissions from agricultural raw materials related to land use change and land management up to ’farm gate’.<br><br>■E&I: Emissions from converting or processing agricultural raw materials into purchased materials, from farm to Unilever site.<br><br>Emission factors for ingredients and packaging purchased by Unilever are obtained from two external sources:<br><br>1.Supplier product carbon footprint data: received annually directly from suppliers participating in the Supplier Climate Programme and internally validated.<br><br>2.’Cradle to gate’ emissions factors in kgCO2e per kg of material: calculated using Life Cycle Analysis (LCA) software, Life Cycle Inventory (LCI) databases such as<br><br>Ecoinvent and the World Food Life Cycle database, supplemented with other models and supplier-specific data where available. Where no emission factors are<br><br>available for specific ingredients or packaging materials, an average of known emission factors is used. Where emission factors do not include transport from the<br><br>supplier to Unilever, these are separately estimated and added to total emissions.<br><br>Emission factors for ingredients and packaging purchased from collaborative manufacturers are calculated from the average emissions of the relevant product<br><br>category and derived from Unilever’s annual product footprint assessment covering 13 countries.<br><br>FLAG and E&I emission factors for relevant materials are obtained from the eQosphere database where available (provided by Quantis). Where not available,<br><br>SEAC calculates and categorises relevant emission factors as FLAG and E&I based on external LCI data and assuming that emissions up to the ’farm gate’ are<br><br>FLAG (i.e., all land use change, land management, and all other production activities associated with agriculture and raw material extraction), with all remaining<br><br>emissions assumed to be E&I.<br><br>Annual water consumption (m3): Data is extracted from internal systems or estimated based floor area (m2) for logistics sites or head count for office sites and is<br><br>multiplied by emission factors in kgCO2e per m3 of water consumed obtained from the UK government’s Department for Environment, Food and Rural Affairs<br><br>(DEFRA).<br><br>Indirect procurement: Scope 1, 2 and 3 emissions from purchased goods and services not for resale, such as media placement and IT services. We exclude<br><br>emissions relating to trade spend, rent, employee salaries, memberships, tax, interest and depreciation. Annual spend by category is mapped to spend categories<br><br>in the Extended Environmental Input Output (EEIO) model and multiplied by the relevant emission factor in kgCO2e per £1,000 spend by category in the EEIO<br><br>model to calculate total emissions. The EEIO tool estimates carbon emissions based on spend using country- and sector-specific carbon conversion factors that<br><br>combine economic trade data and national industry-level carbon emission data.
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Category 11 – Use of sold products<br><br>HFC propellant volumes for aerosol products produced by Unilever and collaborative manufacturers are multiplied by emission factors in kgCO2e per kg of HFC<br><br>propellant obtained from the IPCC AR6 report. The quantity of water purifiers sold in India for the period to 30 October (date of sale of Pureit) is multiplied by lifetime<br><br>electricity consumption in kWh per unit, obtained from an LCA study, and by the grid emission factor in kgCO2e per kW of electricity for India, obtained from IEA.<br><br>Indirect consumer use emissions are calculated for a representative sample of products, based on grouping of similar products within 13 key countries. Consumer<br><br>use (i.e. the consumed amount per individual portion, single use or serving of a Unilever product by one person) is determined based on: consumer habits studies,<br><br>on-pack recommendations or internal expert opinion. Consumer use is applied to the primary product e.g. dishwashing tablets, hence ancillary products are<br><br>considered to have no impact. This data is consolidated and extrapolated across the sales of unclustered products at a category and country level to calculate total<br><br>emissions of the 13 countries. The total Unilever emissions for indirect consumer use are calculated per Business Group by extrapolating total emissions of the 13<br><br>countries based on total sales per Business Group.<br><br>Other key assumptions<br><br>For subsidiaries that do not report in Unilever systems, we calculate total emissions (tCO2e) for purchased goods and services per Business Group divided by total<br><br>Unilever turnover per Business Group (excluding these entities), multiplied by turnover for these entities.<br><br>Exclusions: Scope 3 activities are estimated for 13 emission categories. Emission category 10 (Processing of sold products) and Emission category 15<br><br>(Investments) are not reported as they are not material.
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Emissions (million tonnes CO2e) 2024(a) 2023(a) 2022(a) % change vs.<br><br>2023
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Total Scope 1 and 2 GHG emissions (market-based) 0.69 0.75 0.87 -8%
Gross Scope 1 GHG(b)(c) 0.48 0.57 0.64 -14%
Gross market-based Scope 2 GHG emissions(b) 0.21 0.18 0.23 16%
Gross location-based Scope 2 GHG emissions(b) 1.26 1.16 1.26 9%
Scope 3 GHG emissions in scope of our net zero ambition(c)(d) 53.80 52.13 52.82 3%
Purchased goods and services 41.79 41.47 41.15 1%
Raw materials and ingredients 26.88 27.53 28.03 -2%
Packaging materials 6.37 5.60 5.84 14%
Indirect procurement 8.54 8.34 7.28 2%
Upstream transportation and distribution (logistics) 1.61 1.57 1.81 3%
Downstream leased assets (ice cream cabinets) 2.79 2.30 2.93 21%
Use of sold products (HFC propellants) 1.60 1.48 1.46 8%
End of life treatment of sold products 3.70 3.25 3.32 14%
Others(e) 2.31 2.06 2.15 12%
Total Scope 1, 2 and 3 GHG emissions in scope of net zero ambition (market-based) 54.49 52.88 53.69 3%
Scope 3 GHG emissions – indirect consumer use(f) 51.35 47.07 57.54 9%
Total Scope 1, 2 and 3 GHG emissions (market-based) 105.84 99.95 111.23 6%
Total Scope 1, 2 and 3 GHG emissions (location-based) 106.89 100.93 112.26 6%

(a)2023 and 2022 measured for 12-month period ended 30 September, and include minor corrections to site data.

(b)Scope 1 emissions regulated by trading schemes amounted to 4.2% in 2024, 3.8% in 2023 and 4.18% in 2022.

(c)Biogenic emissions of CO2 from the combustion or bio-degradation of biomass in our own operations are not reported as part of Scope 1 and 2 or Scope 3 emissions in line with GHG

protocol. In 2024, Scope 1 and 2 emissions amounted to 468,432 tonnes CO2 (Scope 1 and 2).

(d)2.8% of our Scope 3 emissions have been calculated from primary data obtained from suppliers or other value chain partners.

(e)Others include capital goods, fuel and energy-related activities, waste generated in operations, business travel, employee commuting, downstream transport and distribution and

franchises.

(f)Relates to emissions that typically arise from the heating of water needed to use our shampoos and shower gels. Excluded from the scope of our Net Zero ambition in line with GHG

Protocol and SBTi guidelines.

The 6% increase in our total Scope 1, 2 and 3 GHG emissions in 2024 from prior year is partially driven by product volume growth in the period but primarily by the

impact of changing emission factors across global databases for fossil-fuel-related materials and processes in 2024. This impacted our purchased goods and

services, ice cream cabinets, end-of-life treatment of sold products, and indirect consumer use emission categories the most. The increase in emissions from ice

cream cabinets further reflects our decision to discontinue the purchase of RECs in 2024. Use of sold product emissions from HFC propellants increased in 2024

reflecting product volume growth of aerosols in North America. The increase in our total Scope 1, 2 and 3 GHG emissions from 2023 is net of reduced emissions in

the period from our FLAG raw materials and ingredients and the roll-out of reformulated products with a lower GHG intensity.

GHG intensity per net revenue

| Total GHG emissions calculated on a location-based and market-based methodology are divided by total turnover for Unilever as disclosed in the financial<br><br>statements on page 138. Total turnover equates to net revenue. | | --- || GHG intensity per net revenue (tonnes CO2e/€ million) | 2024 | | --- | --- | | Total GHG emissions (market-based) per net revenue | 1,742 | | Total GHG emissions (location-based) per net revenue | 1,759 |

The variability in geographical regions, business sectors and brands in our business limits the relevance of using a single global measure such as GHG intensity per

net revenue (turnover) as required by the ESRS.

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Energy consumption and mix

| Energy sourced from within the organisational boundary is not counted under ’purchased or acquired’ energy. We consider 100% of our energy to be related to high<br><br>climate impact sectors (manufacturing, transportation and storage), as listed in Sections A to H and Section L of Annex I to Regulation (EC) No 1893/2006 of the<br><br>European Parliament and of the Council, as defined in Commission Delegated Regulation (EU) 2022/1288.<br><br>For sites reporting energy consumption in Unilever systems, consumption is calculated by consolidating data from fossil, nuclear and renewable sources based on<br><br>meter readings and invoices, converted to common units of energy.<br><br>Unilever purchased Energy Attribute Certificates (EACs) are matched against electricity consumption and reported as renewable, following RE100 Reporting<br><br>Guidance 2021. EACs are market-based instruments that authenticate the proportion of energy generated from renewable sources procured by consumers,<br><br>including Renewable Energy Certificates (RECs), International Renewable Energy Certificates (IRECs), and European Guarantees of Origin (GOs). EACs are<br><br>purchased in Q1 2025 once 2024 electricity consumption is complete.<br><br>For logistic and office sites not reporting energy consumption in Unilever systems, consumption is assumed to be non-renewable and is estimated for each utility<br><br>type and regional cluster based on energy consumption per pallet position (storage capacity) and per headcount using consumption data from similar sites that do<br><br>report in Unilever systems. For sites where pallet positions (storage capacity) and headcount data is not available, the average energy consumption reported in<br><br>Unilever systems for logistics and office sites is used as a proxy for each site.<br><br>A small number of manufacturing sites generate electricity, heat and steam, which is classified as renewable energy if it is from a renewable source. This is<br><br>classified as consumption of self-generated non-fuel renewable energy. Renewable energy generated which is sold to and used by a third party is not subtracted<br><br>from energy generated or offset against energy consumption.<br><br>Exclusions: Our own operations does not include sites that are under commissioning and sites where decommissioning has started. Excludes energy consumption<br><br>from collaborative manufacturers. | | --- || Energy consumption and mix (thousands MWh) | 2024 | | --- | --- | | Fuel consumption from coal and coal products | 0 | | Fuel consumption from crude oil and petroleum products | 461 | | Fuel consumption from natural gas | 1,445 | | Fuel consumption from other fossil sources | 0 | | Consumption of purchased or acquired electricity, heat, steam and cooling from fossil sources | 775 | | Total fossil energy consumption | 2,681 | | Share of fossil sources in total energy consumption (%) | 41% | | Consumption from nuclear sources | 0 | | Share of consumption from nuclear sources in total energy consumption (%) | 0% | | Fuel consumption from renewable sources including biomass (also comprising industrial and municipal waste of biologic origin), biofuels,<br><br>biogas and hydrogen from renewable sources | 1,349 | | Consumption of purchased or acquired electricity, heat, steam and cooling from renewable sources | 2,396 | | Consumption of self-generated non-fuel renewable energy | 56 | | Total renewable energy consumption | 3,801 | | Share of renewable sources in total energy consumption (%) | 59% | | Total energy consumption | 6,482 |

Energy intensity

| Energy intensity is calculated as total energy consumption in MWh for the reporting period divided by total turnover for Unilever as disclosed in the financial<br><br>statements on page 138. Total turnover equates to net revenue. | | --- || Energy intensity per net revenue (MWh/€ million) | 2024 | | --- | --- | | Total energy consumption from activities in high climate impact sectors per net revenue from activities in high climate impact sectors(a) | 107 |

(a)Total energy consumption excludes energy consumption from collaborative manufacturing. Net revenue includes net revenue from the sales of products produced for Unilever by

collaborative manufacturers. This limits the relevance of this metric.

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Analysis of renewable and non-renewable electricity in our operations

Renewable electricity (% of MWh) 2024
On-site renewable self generation 2%
Purchased renewable electricity 83%
On-site Purchase Power Agreements 0%
Off-site Purchase Power Agreements 9%
Green energy products from an energy supplier (green tariffs/bundled RECs) 14%
Green energy purchased in markets with greater than 95% renewable grid 0%
Unbundled RECs bought in market 60%
Total renewable electricity 85% Non-renewable electricity (% of MWh) 2024
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On-site non-renewable electricity generation (e.g. gas-fired on-site CHP) 8%
Purchased non-renewable electricity (e.g. non-grid transfer of CHP) 5%
Unbundled RECs bought in an adjacent market 2%
Total non-renewable electricity 15%

GHG removals and GHG mitigation projects financed through carbon credits

Our 2030 plans to reach our climate targets include limited removals within our value chain such as soil organic carbon (SOC) sequestration through our regenerative

agriculture programmes, which will be counted towards achieving our 2030 Scope 3 GHG (FLAG) reduction targets in line with SBTi criteria. In addition, while the

focus of our CTAP is on emissions reductions within our value chain, we will seek to balance any unabated emissions within the scope of our Net Zero 2039 ambition,

with the same volume of purchased carbon removals from 2039.

No GHG removals nor carbon credits are reported for 2024 and we do not currently have plans to retire carbon credits in the future. Two of our Prestige brands made

consumer-facing claims with reference to carbon credits in 2024.

Internal carbon pricing

We believe the practice of internal carbon pricing can be important in signalling support for carbon pricing as a policy instrument. In practice, however, as not many of

our operations are particularly energy-intensive, our Scope 1 and 2 GHG reduction targets act as a more significant decision factor than the shadow carbon price.

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Scenario analysis – supporting information

The selection of the most relevant key forces and drivers across the changing physical climate, policy and market landscape are outlined in the table below for each

scenario considered in the scenario analysis.

Scenario 1.5°C <2°C <3°C >4°C
Temperature: best estimate by<br><br>2100 Limit warming to 1.5°C<br><br>(>50%) with no or limited<br><br>overshoot Limit warming to below 2°C<br><br>(>67%) Limit warming to 3°C (>50%) Warming exceeds 4°C (>50%)
Temperature: very likely range<br><br>by 2100 1.0-1.8°C 1.3-2.4°C 2.1-3.5°C 3.3-5.7°C
Global policy coordination Globally coordinated policies<br><br>with immediate action. Globally coordinated climate<br><br>policies with delayed action<br><br>(i.e. after 2030). No globally coordinated climate policy with current national<br><br>mitigation efforts.
Emissions Reach net zero CO2<br><br>emissions by approx. 2050. Reach net zero CO2<br><br>emissions by approx. 2070. CO2 levels don’t peak until<br><br>mid-century, and net zero not<br><br>achieved before 2100. CO2 emissions approximately<br><br>double by 2050.
Energy mix Substantial energy system changes including use of carbon<br><br>capture and storage, widespread electrification, use of<br><br>alternative fuels such as hydrogen and sustainable biofuels,<br><br>and improved energy efficiency. Without additional policies,<br><br>there is little change to the<br><br>energy mix from present day. Global energy mix prioritises<br><br>fossil fuels, with an uptake of<br><br>coal compared to present day.
Land use The protection, improved management, and restoration of<br><br>forests, peatlands, coastal wetlands, savannas and grasslands<br><br>reduce emissions.<br><br>Agriculture systems change from cropland and grassland to<br><br>soil carbon management, agroforestry, use of biochar,<br><br>improved rice cultivation, and livestock and nutrient<br><br>management, etc. Present day trends in land use continue, including<br><br>deforestation rates and use of land for animal protein<br><br>production.
Consumption Low material growth and lower resource- and energy-<br><br>intensive consumption and lifestyles. Gradual decrease in resource-<br><br>and energy-intensive<br><br>consumption and lifestyles. Continued exploitation of<br><br>fossil fuel resources, which<br><br>supports an increase in<br><br>resource- and energy-<br><br>intensive consumption and<br><br>lifestyles globally.
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Pollution

IMPACT, RISK AND OPPORTUNITY MANAGEMENT

Our material Environmental impacts, risks and opportunities resulting from the

double materiality assessment (DMA) and the process by which these were

identified are detailed on page 230.

Non-biodegradable substances is identified as a material topic, and disclosures

and metrics relating to biodegradability have been included accordingly. Unilever

considers microplastics in our products to be a subset of substances which can

be slow to biodegrade or are resistant to biodegradation, and not material on a

standalone basis. Consideration of microplastics resulting from our packaging is

detailed in our Resource Use and Circular Economy disclosures on page 258.

Unilever’s ingredient portfolio includes some substances classified as

substances of concern. However, we evaluate consumer, worker and

environmental exposures through our ingredient and product safety risk

assessments, alongside relevant hazard characterisation data, ensuring that our

products and the ingredient levels we use are safe by design. Our evaluation

approach is grounded in science and risk-based assessments, following the

principle that exposure determines the safe use of hazardous materials. We

update our ingredient and product standards, as well as our safety risk

assessments, to reflect new scientific data and changes in regulatory positions.

Our ingredient stewardship and product innovation programmes also enable us

to identify, review and replace substances of concern when there are concerns

about potential effects on human health or the environment. Substances of

concern is therefore not identified as a material topic and no further disclosures

have been included. For disclosures relating to product safety refer to page 284.

Policies

Unilever’s environmental policies, which include those related to pollution, are

disclosed on page 232. The table below demonstrates how these policies

address our material impacts in relation to pollution.

Pollution of air,<br><br>water and soil Non-biodegradable<br><br>substances
Unilever Code and Code Policies
Unilever Environmental Policy
Environmental Care Framework Standard
Responsible Partner Policy
Sustainable Agriculture Code and Sustainable<br><br>Agriculture Principles

In relation to substances that can be slow to biodegrade or resistant to

biodegradation, our Responsible Innovation Code Policy outlines our

commitment to conducting responsible, safe and sustainable research and

innovation. This ensures that risks to consumer safety, occupational safety and

the environment are properly assessed and managed. The implementation of

this policy is supported by a standard that defines the approach to safety risk

assessments, ensuring consumer, occupational, and environmental safety by

design, which includes an understanding of biodegradability. We have set out

further information regarding Unilever’s Code and Code Policies on page 229.

Unilever’s Environmental Care Framework Standards (ECFWS) requires sites to

assess the potential for serious environmental incidents or emergency situations

and implement comprehensive plans to prevent or mitigate the associated

likely consequences. We do not have specific policies in relation to incidents and

emergency situations in our value chain. However, our Responsible Partner

Policy (RPP) requires our partners to put in place appropriate policies, processes

and procedures to address environmental issues.

Actions

Within our own operations, Unilever drives continual improvement in relation to

pollution through the ECFWS. For our manufacturing organisation, the Unilever

Manufacturing System (UMS) provides an operational framework that supports

the implementation of the ECFWS. It requires sites to follow a process to identify

and implement actions addressing pollution-related impacts.

Each year, sites develop action plans to enhance compliance with the ECFWS,

including pollution control. These plans are monitored throughout the year. We

seek to minimise pollution by monitoring relevant pollutants to air, water and soil,

and implementing both normal operating and emergency control measures, such

as preventative maintenance and monitoring, alarm systems, and dedicated and

secured secondary containment.

We require suppliers in our upstream value chain to meet or exceed

the Mandatory Requirements of the RPP by implementing appropriate policies,

management systems and practices. Unilever verifies compliance with the RPP’s

Mandatory Requirements and management systems through self-declarations,

due diligence scanning, online assessments and third-party audits in high-risk

sites.

We promote sustainable and regenerative agriculture practices in our supply

chain, through the implementation of the Sustainable Agriculture Code (SAC),

Sustainable Agriculture Principles (SAP) and regenerative agriculture projects.

The SAC and SAP set out requirements for suppliers regarding water

management, water quality, soil management and pollution control. We also

require suppliers to have management plans for irrigation, pesticide and fertiliser

use to avoid contamination and prevent damage to soils, ecosystems

and waterways.

To manage potential pollution impacts caused by environmental exposure to

ingredients following consumer use of our products, we conduct environmental

risk assessments for all ingredients before they are marketed and for new

ingredients prior to use. Each year, we assess the combined environmental

exposure from individual ingredients across our product portfolio to ensure

safety. Our commitment to producing environmentally safe products is core to

our decision-making on product ingredients.

At a minimum, we ensure our products comply with regulations, such as

restrictions on synthetic polymer microparticles, and monitor prohibited

substances in regulatory lists, taking necessary actions as required. In some

areas, our standards exceed regulatory requirements based on our

environmental safety assessments or in regions where regulations are weak or

poorly enforced.

We also consider evolving societal preferences in our ingredient management

decisions. For example, we understand that consumers want more reassurance

about the impact of our products on the environment, including on water and

aquatic systems. After their use by consumers, 93% of organic ingredients in our

products that enter water systems biodegrade within hours/days/weeks. We are

focusing on the small volume of ingredients that are slower to biodegrade and

working with suppliers to identify alternatives without compromising product

performance.

In 2014, we were one of the first companies to stop using small plastic scrub

beads, replacing them with alternative exfoliating ingredients such as apricot

kernels, cornmeal, ground pumice, silica and walnut shells. We are now in the

process of removing other solid polymers that are slow to biodegrade and

replacing them with natural or more biodegradable alternatives.

Our actions on ingredient use are supported by the expertise of our Safety,

Environmental & Regulatory Science group – our global centre of excellence in

safety and sustainability science – as well as our Regulatory Affairs team.

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METRICS AND TARGETS

Targets

Unilever does not have formal targets for pollution emissions defined at a global level. Our approach is to monitor emissions from our sites at a local level to ensure

compliance with local legal requirements and permits. We record any exceedance of local permit limits centrally, and put plans in place to remediate. As mentioned

above, our manufacturing sites are also reviewed through Environmental Compliance Audits and audited by Corporate Audit, including assessing the robustness of

their implementation of the ECFWS.

While Unilever has actions in place in relation to biodegradability, there is no formal target. However, we monitor the proportion of our ingredient portfolio that meets the

Unilever Biodegradability Standard, as we seek to develop formulations with less environmental impact while continuing to deliver superior performance.

Pollution of air, water and soil in our own operations

Pollutants emitted are those contained in outflows from our operations, that may relate to pollutants generated from Unilever operations and/or chemical<br><br>components that may enter our operations, such as chemical components already in the water or raw materials used in operations.<br><br>Each year, Unilever reviews the emissions volumes of pollutants listed in Annex II of Regulation (EC) No 166/2006 to ensure those near or above threshold levels<br><br>are sampled and tested or estimated. For each manufacturing site where sampling and testing is conducted, pollutant emissions to air, water and soil are calculated<br><br>using internal or certified external laboratories. For sites without sampled data, estimates are based on proxy data from sampled sites using statistical modelling<br><br>reviewed by external experts or, for air pollutants from energy combustion, on published emission factors.<br><br>Emissions per pollutant per site are compared to Annex II threshold values of Regulation (EC) No 166/2006. Only sites exceeding these thresholds are consolidated<br><br>and reported.

We have used direct measurement and periodic measurement i.e. sampling, to calculate pollutant emissions where possible, however in the first year of reporting, this

has been constrained by the availability and capacity of suitable sampling capabilities. Where data was unavailable via direct measurement and sampling, we have

employed representative data and a number of mathematical methods designed to produce a reasonable estimate. Emissions of hydrochlorofluorocarbons to air and

asbestos to soil,  via direct measurement, and emissions of Chemical Oxygen Demand, via sampling, are reported based on actual data only. Estimations make up

circa 94% of the remainder of reported pollutant emissions. We aim to reduce the level of estimation, and hence the level of uncertainty in our data over time, as we

continue to build our reporting capabilities.

Emissions are reported irrespective of any further downstream processing at treatment plants, such as municipal water treatment or certified waste management. For

example, emissions of asbestos are directed to specialised waste landfills.

Emissions to air by pollutant

Pollutant volumes (kg/year) 2024
Carbon monoxide (CO) 9,146,961
Hydrochlorofluorocarbons (HCFCs) 725
Nitrogen oxides (NOx) 144,961
Non - methane volatile organic compounds (NMVOC) 839,375
Particulate matter (PM10) 192,336
Sulphur oxides (SOx) 150,855

Emissions to water by pollutant

Pollutant volumes (kg/year) 2024
Arsenic and compounds (as As)
Cadmium and compounds (as Cd) 11
Copper and compounds (as Cu)
Lead and compounds (as Pb) 166
Mercury and compounds (as Hg) 21
Nickel and compounds (as Ni) 2,843
Phenols (as total C) 8,615
Total organic carbon (TOC) (as total C or COD/3) 4,181,794
Zinc and compounds (as Zn) 2,461
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Emissions to soil by pollutant

Pollutant volumes (kg/year) 2024
Arsenic and compounds (as As) 596
Asbestos 32,176
Cadmium and compounds (as Cd) 355
Chlorides (as total Cl)
Chromium and compounds (as Cr) 19,973
Copper and compounds (as Cu) 28,421
Fluorides (as total F) 416,766
Lead and compounds (as Pb) 483
Mercury and compounds (as Hg) 10
Nickel and compounds (as Ni) 1,129
Total nitrogen 2,629,554
Total phosphorus 16,692
Zinc and compounds (as Zn) 5,117

Biodegradation

| Biodegradability is assessed based on internationally recognised tests (OECD, ISO). The Unilever Biodegradability Standard classifies ingredients as 'Readily and<br><br>Ultimately' and 'Inherently and Ultimately' biodegradable based on OECD 301, 310 and 302 tests. These classifications indicate that ingredients either completely<br><br>biodegrade within water systems in hours/days (readily and ultimately) or days/weeks (inherently and ultimately).<br><br>Sales volumes and biodegradable volumes for the period 1 October to 31 December are extrapolated by ingredient, using the average quarterly volumes from 1<br><br>January to 30 September.<br><br>Exclusions: Inorganic ingredients that are not relevant for biodegradation; propellants that do not enter the water system after use; and products that are consumed<br><br>by consumers, such as foods, vitamins, minerals and supplements; and products sold by businesses that are not fully integrated into Unilever’s systems. | | --- || Metric | 2024 | | --- | --- | | Percentage of organic ingredients contained in products sold that are biodegradable | 93% | | 252 | Unilever Annual Report on Form 20-F 2024 | | --- | --- | | STRATEGIC REPORT | CORPORATE GOVERNANCE | FINANCIAL STATEMENTS | SUSTAINABILITY STATEMENTS | | --- | --- | --- | --- || ENVIRONMENTAL DISCLOSURES | | --- |

Water

IMPACT, RISK AND OPPORTUNITY MANAGEMENT

Our material Environmental impacts, risks and opportunities resulting from the

double materiality assessment (DMA) and the process by which these were

identified are detailed on page 230. Given the nature of our business, we do not

consider marine-related resource commodities as a material topic.

Policies

Unilever’s environmental policies, which include water-related policies, are

disclosed on page 232. The table below demonstrates how these policies

address water withdrawal from our own operations and upstream value chain

leading to water shortages. These policies encompass water management and

water consumption.

Water withdrawal leading to water<br><br>shortages
Unilever Environmental Policy
Environmental Care Framework Standard
Responsible Partner Policy
Sustainable Agriculture Code and Sustainable<br><br>Agriculture Principles

There are no specific policies in place relating to product demand due to

consumer awareness of water scarcity and water shortages, including product

design (services are not applicable to Unilever). We consider product innovation

as part of our business strategy, including innovations related to sustainability

topics, which are supported by our Research & Development (R&D) science and

technology programmes. For example, innovating water-smart products that help

consumers use less water is considered as part of our Business Group R&D

strategies.

Actions

Water consumption

Within our manufacturing operations, we drive continuous improvement through

the implementation and monitoring of site-level water management plans. We

seek to minimise water abstraction per tonne of production from shared

resources, including reusing and recycling freshwater wherever practical. In

2024, we invested in rainwater harvesting facilities and other projects to reduce

freshwater withdrawal at our sites.

Our business partners in our value chain are required to comply with the

mandatory requirements of the RPP. This includes our water-related

requirements. We verify RPP alignment through self-declarations

upon registration, annual re-registration to our systems, routine due diligence

and risk-based audits. We require business partners to create a Corrective

Action Plan to address any issues identified during third-party audits and we

encourage suppliers to contact the Unilever team for guidance where they face

challenges in meeting our requirements.

We continue to implement water stewardship programmes in water-stressed

areas where we have manufacturing sites, which aim to improve water security

through collective action with other stakeholders in the shared water catchment:

■In 2024 we implemented eight additional water stewardship programmes,

bringing our total to 21 active programmes in Brazil, Chile, Egypt, India,

Indonesia, Mexico, South Africa and Turkey. These programmes are run in line

with the Alliance for Water Stewardship Standard, an external global

framework, or the Prabhat approach, our community development initiative in

India. Each programme has its own time horizons and associated activities,

informed by river basin studies (with four new studies completed in 2024) and

local knowledge from regional implementation partners, such as DKM in

Turkey and NBI in South Africa.

■In 2025, we will continue to onboard new sites in support of our target to

implement water stewardship programmes in 100 locations in water-stressed

areas by 2030.

Reducing product demand

To help our consumers conserve water and use our products in water-scarce

conditions, we invest in water-smart products and formulations that deliver

superior performance even in such environments. For example, many of our hair

care products now have fast-rinse technology as standard. We also seek to

minimise the impact of our products on water and aquatic systems by using

ingredients that meet our Biodegradability Standard, as detailed in our Pollution

disclosures on page 249.

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METRICS AND TARGETS

Targets

We do not have formal targets on water withdrawal in our own operations and we do not define targets for our upstream value chain or on water-smart product

design. Water withdrawal from our own operations and water-smart product design are addressed through our manufacturing processes and product innovation

plans, rather than through global targets. Within our upstream value chain, we manage water risk through our RPP and verify compliance with the RPP’s Mandatory

Requirements and management systems through self-declarations, due diligence scanning, online assessments and third-party audits in high-risk sites.

Unilever’s target is to implement water stewardship programmes in 100 locations in water-stressed areas by 2030, in line with our Environmental Policy. These stewardship

programmes involve working with others to address shared water challenges within water-stressed areas where Unilever has manufacturing operations. This is a voluntary

target and ecological thresholds and allocations of impacts to Unilever have not been applied when setting the target. Our target of water stewardship programmes in 100

locations represents all of our manufacturing sites in water-stressed areas.

| Implement water stewardship programmes in 100 locations in water-stressed areas by 2030<br><br>Locations refer to Unilever manufacturing sites.<br><br>Water-stressed areas are those with ’high’ or ’extremely high’ baseline water stress, as determined based on the WRI Aqueduct Water Risk Atlas Tool, or, by<br><br>exception, based on Unilever’s additional review of site-specific factors and localised water risks to complement the WRI data and ratings.<br><br>Programmes must be implemented within the catchment of a Unilever water-stressed location, operate in line with either the Alliance for Water Stewardship<br><br>Standard or the Prabhat approach, and be approved by a Unilever authority. Programmes must also consist of a material Unilever commitment and be created,<br><br>facilitated or provided by Unilever or by a third party under a contractual commitment with Unilever.<br><br>Programmes must be implemented between 1 January 2020 and 31 December 2024, with activities either ongoing or completed during the reporting period, and at<br><br>least six months having elapsed since the contract was signed. Locations are not counted in the metric if programme activities were completed in prior periods and<br><br>have not been extended or renewed. | | --- || Water target | Goal | 2024 | 2023 | 2022 | | --- | --- | --- | --- | --- | | Implement water stewardship programmes in 100 locations in water-stressed areas by 2030<br><br>(number of water stewardship programmes) | 100 | 21 | 13 | 8 |

Water consumption in our own operations

| Water consumption is calculated as the difference between water withdrawal and water discharge. This is measured using invoices and/or meter readings. For sites<br><br>where this information is not collected (representing 4% of water consumption), consumption is estimated based on site headcount, pallet positions and proxy data.<br><br>Unilever sites in areas at water risk, including areas of high-water stress, are identified using the World Resources Institute (WRI) Aqueduct Water Risk Atlas tool.<br><br>These include sites where the weighted aggregate total water risk is classified as ’high’ or ’extremely high’, as well as sites with high or extremely high baseline<br><br>water stress, or, by exception, sites may be identified based on Unilever’s additional review of site-specific factors and localised water risks to complement the WRI<br><br>data and ratings.<br><br>Water intensity is calculated as total water consumption in thousands m3 divided by turnover in € million. Total turnover equates to net revenue.<br><br>Water recycled and reused is measured via meter readings (62%) or through a water mass balance (38%) at all manufacturing sites and the majority of logistics<br><br>and other sites. Where data is unavailable, the amount of water recycled and reused is assumed to be zero given the non-manufacturing nature of operations at<br><br>these sites.<br><br>For all manufacturing sites and the majority of logistics sites with water storage capacity, the stored water is recorded as the maximum capacity of the storage<br><br>facilities. Where data is unavailable, water stored is assumed to be zero given the non-manufacturing nature of operations at such sites. | | --- || Water consumed, recycled, reused and stored (millions m3) | 2024 | | --- | --- | | Total water consumption | 17 | | Total water consumption in areas at water risk, including areas of high-water stress (based on ESRS definition) | 11 | | Total water consumption in areas at water risk, including areas of high-water stress (based on Unilever definition)(a) | 11 | | Total water recycled and reused | 2 | | Total water stored | 1 | | Water intensity ratio: water consumption per turnover (m3/€ million) | 281 |

(a)Includes an additional two sites based on Unilever’s additional review of site-specific factors and localised water risks.

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Biodiversity and Ecosystems

STRATEGY

Interaction of material impacts and risks with strategy and

business model

Our material Environmental impacts, risks and opportunities (IROs) resulting

from the double materiality assessment (DMA) and the process by which these

were identified are detailed on page 230. Impacts on desertification and soil

sealing were not assessed within our value chain. No biodiversity and

ecosystem-related opportunities were identified during the DMA process.

Impacts and risks in our own operations

Our double materiality assessment concluded that our own operations, covering

more than 600 sites globally, do not collectively have a material impact on

nature. At a local level, we have identified 22 sites that operate within or near

biodiversity-sensitive areas, where Unilever may contribute to negative effects on

biodiversity. To reach this conclusion, we identified sites within a 1km radius of

biodiversity sensitive areas to capture Unilever’s likely direct and indirect impacts

and allow for comparability across our sites.

Each site was then assessed using two indicators:

■The Biodiversity Intactness Index (BII); and

■Water stress assessment according to WRI Aqueduct Tool, supplemented with

Unilever’s localised water stress assessments.

We selected these indicators due to their global scope, their relevance to

Unilever’s operations and recognition by frameworks such as Taskforce on

Nature-related Financial Disclosures (TNFD). We then engaged with sites to

understand the local environment, our activities, and current land and

environmental classifications.

The indicators used identified potential negative impacts, but they risk over and

under-reporting due to being outdated and the inaccuracy of global biodiversity

data sets. Consequently, we are unable to directly attribute Unilever’s operations

to negative impacts on biodiversity and ecosystems. For example, many

identified sites are in industrial zones with multiple companies. While we know

threatened species exist near our operations, we have not assessed if our

operations specifically affect them. Material impacts from desertification and soil

sealing were not identified in our operations.

Establishing and attributing negative impacts requires local analysis and

community engagement. In 2025, we will enhance our site-specific assessment

capabilities with new datasets, indicators, and guidance to evaluate impacts,

risks, dependencies, and identify the necessary mitigation measures.

Impacts and risks in our value chain

Our double materiality assessment identified several nature-related risks in our

value chain. Our business both depends on and impacts nature, including land,

forests and water systems. We recognise the loss of biodiversity within these systems

as a principal risk (Climate and Nature), so protecting them is important to ensure the

resilience of our business and the communities where we operate.

To help inform the development of our strategy, we performed a review of our

most material biodiversity and ecosystems, physical, transition and systemic

risks under two possible nature scenarios aligned with TNFD scenarios over the

medium to long term as follows:

The High Nature Degradation scenario (aligned with the TNFD ‘Sand in the

Gears’ scenario) assesses business resilience to high ecosystem service

degradation and the physical and systemic risks associated with continued

environmental decline. It assumes fragmented global efforts and insufficient

climate policies drive temperatures above 2°C by 2050, worsening biodiversity

loss and environmental decline, and escalating risks for businesses and

communities.

The High Nature Preservation scenario (aligned with the TNFD ‘Ahead of the

Game’ scenario) focuses on high transition risks and the implications of a

resilient economy transitioning to a world with lower ecosystem degradation. It

assumes strong COP15-aligned policies and coordinated global climate efforts

limiting warming to well below 2°C, reducing biodiversity loss and ecosystem

degradation.

Resilience of our strategy and business model to biodiversity

loss and ecosystem degradation

The results of the review demonstrate that a high nature degradation scenario

results in the physical risks of soil depletion and declining yields for high-risk

crops like tea and soy. Rising temperatures, water shortages and the loss of

pollinators further reduce yields, limiting the supply of key crops. Shock events

from systemic risks, such as pest outbreaks, and extreme weather, increase in

frequency and magnitude impacting the agriculture sector directly in some

regions initially and subsequently cascade through the wider economy. This

scenario may further lead to transition risks from increased activism against

companies seen as having a negative environmental impact and reputational

damage.

Where a high nature preservation scenario is achieved, driven by public

awareness and political coordination on biodiversity, protective legal frameworks

(e.g. expansion of legislation similar to EUDR), may evolve faster, increasing the

likelihood of transition risks from nature-related fines and litigation. Our actions or

those of actors in our value chain that may cause harm to biodiversity and

ecosystems, could further lead to increased public scrutiny, legal claims or

potential non-compliance incidents resulting in fines and penalties and loss of

market share due to negative stakeholder perception.

Our business model integrates various strategies to address these risk,

enhancing resilience and increasing the organisation's capacity to respond as

follows:

Responsible sourcing: Our regenerative agriculture and sustainable sourcing

programmes address the impact of our sourcing on ecosystem degradation and

services, particularly in key sourcing locations. Our regenerative agriculture

programmes build on our sustainable sourcing programme, strengthening

practices within the supply base of key agricultural suppliers, and improving the

resilience of agricultural systems, which helps address our dependencies on

agricultural commodities. Our actions to stop deforestation and conversion are

also crucial for addressing the impacts and risks associated with ecosystem

degradation.

Protect and Restore: We take action to protect and restore ecosystems within

and surrounding our key sourcing locations to help address the wider system risk

of biodiversity failure and address the impact that our sourcing has on ecosystem

degradation and services.

Stakeholder engagement: We engage with a diverse range of stakeholders,

including local communities and Indigenous knowledge holders, in our

sustainability initiatives.

Given the significant potential challenges to the agricultural sector from high

nature degradation, our nature advocacy agenda is not just critical to supporting

the achievement of our nature targets but is also key to driving systemic global

initiatives to limit the possible impacts of this scenario.

We do not have a specific nature transition plan. However, the Unilever Climate

Transition Action plan set out on page 233 recognises the interconnected

challenges of climate change and biodiversity loss.

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IMPACT, RISK AND OPPORTUNITY MANAGEMENT

Policies

Unilever’s environmental policies, which include nature-related policies in our

own operations and our value chain, are disclosed on page 232. The table below

demonstrates how these policies address our material nature-related impacts,

risks and dependencies, which are focused on our upstream value chain.

Unilever does not have a dedicated biodiversity and ecosystem protection policy

which focuses specifically on impacts from operational sites in or near

biodiversity sensitive areas.

Ecosystem<br><br>degradation<br><br>and service<br><br>failure Ecosystem<br><br>degradation<br><br>leading to crop<br><br>yield reduction Systemic<br><br>risk of<br><br>biodiversity<br><br>collapse Increased<br><br>activism, legal<br><br>or non<br><br>compliance<br><br>costs
Unilever Code and Code<br><br>policies
Unilever Environmental<br><br>Policy
People & Nature Policy
Sustainable Agriculture<br><br>Code and Sustainable<br><br>Agriculture Principles

As described in our People & Nature Policy and the Sustainable Agriculture

Principles, we set requirements for traceability and the management of production

and sourcing to help maintain biodiversity in our upstream value chain. We also

consider the social consequences of biodiversity loss and ecosystem-related impacts

through these policies.

We do not have specific sustainable oceans/seas practices or policies. Based on

our materiality assessment, this is an area of low impact on nature for our

business, as we source only very low volumes of commodities from the oceans/

seas.

Actions

Our actions and resources are focused in four priority strategic areas and

address our material nature-related impacts, dependencies and risks. We do not

use biodiversity offsets within any of our actions.

Regenerative agriculture

In 2024, we implemented 17 new regenerative agriculture projects, bringing our total

to 23 active projects that collectively cover almost 130,000 hectares since 2021. The

programme has in-field implementation in 11 countries: Argentina, France, Germany,

India, Indonesia, Italy, Mexico, Spain, Thailand, the UK and the US. We have plans in

place to increase the implementation of our regenerative agriculture programmes to

more than 200,000 hectares in 2025. Each project starts with a context analysis of the

local environment, in partnership with the participating farmers, and draws on the

expertise of local agronomists. The projects are designed to address the most

material environmental and climate issues faced by farmers, with practices selected

to fit the local context and farmer knowledge. Every project is designed to address

a range of relevant metrics covering biodiversity, climate and other ecosystem

changes via our Measure, Report, Verify (MRV) framework, which generates output-

and outcome-level data annually.

Sustainable sourcing

In 2024, we sourced 79% of our key crops sustainably, with 63% sourced

using physically sustainable sources and 16% using sustainability credits. Our

goal is to source 95% of our key crops sustainably by 2030. The practices

codified in our Sustainable Agriculture Principles (SAP) (previously, the

Sustainable Agriculture Code (SAC)) enable us to identify and benchmark codes,

standards and assessments that meet our sustainable sourcing requirements.

This action has incorporated local and Indigenous knowledge and nature-based

solutions through the requirements encoded within our SAP. In 2024, we updated

our SAC to lift our requirements for environmental management, human rights,

climate compliance and traceability and to introduce regenerative agriculture

practices more clearly.

Deforestation-free supply chains

In 2024, we have maintained 95% order volumes of palm oil, paper and board,

tea, soy and cocoa as deforestation-free, based on Unilever’s requirements.

Since 2021, we have supported the large-scale transformation of our palm

supply chain through investing €218 million in Unilever Oleochemical

International (UOI). This will further expand our independent mills and direct

sourcing associated with smallholder programmes.

We have continued to invest in the verification of suppliers against our

Independent Verification Protocols, expanding the implementation of our

deforestation-free sourcing programme, addressing risk, and ensuring the

resilience of our supply chain and supporting ecosystems.

Our deforestation-free landscape strategy also includes empowerment and

inclusion of smallholders in our supply chain, which we seek to do through direct

sourcing approaches as well as working across landscapes. In 2024, Unilever’s

palm oil smallholder hub programme trained around 12,500 smallholders in

multiple provinces across Indonesia. Complementary to the programme, Unilever

is onboarding more than 20 independent mills to ensure linkage between

smallholders to our supply chain. Local and Indigenous knowledge is

incorporated into our smallholder programme at all stages, from programme

design to smallholder engagement, to enable land mapping and evaluation

process.

In 2025, we will continue to expand our deforestation-free verification programme

to new sources and suppliers.

Protect and Restore

In 2024, we implemented three new protection and restoration programmes

closely associated with our sourcing locations. We have implemented

13 programmes in total since 2021, covering around 425,000 hectares

cumulatively. The programmes are geographically focused in South East Asia.

Our programmes incorporate Indigenous knowledge by partnering with local

communities, through activities including but not limited to joint programme

design, mapping customary areas and supporting traditional forest management

practices.

All actions are tracked against our cumulative conservation target of protecting

and restoring 1 million hectares by 2030. We select landscapes based on our

commodity footprint, operational presence, and need for additional support from

Unilever in the area. Some of our existing long-term landscape partnerships are

located across three provinces that are the supply bases of our palm oil

processing facility in North Sumatra. We actively support programmes in which

multi-stakeholder collaboration is leveraged to scale up efforts to protect and

restore critical ecosystems. Alongside the Rimba Collective, which is designed to

provide conservation finance and project implementation across Indonesia, we

collaborate to protect both the Leuser Ecosystem and the Tapanuli Selatan

region, which are critical forest ecosystems for Sumatran tigers and orangutans.

Working in landscapes allows us to engage stakeholders within a jurisdiction on

sustainable development plans, considering factors like land and labour rights.

We also invest in innovations to drive

large-scale impacts.

Specific actions for 2025 include expanding protection work with forest

management units and scaling local farmer group engagement. We have plans

in place for projects of up to 600,000 hectares by 2027 that include expanding

our programming with the Rimba Collective and Conservation International.

Advocacy

In 2024, we made progress on our nature policy advocacy priorities. Key actions

included:

■Nature and biodiversity: We supported the Business for Nature coalition’s

Call to Action to governments ahead of UN Biodiversity COP16 in Cali,

Colombia, asking them to adopt, implement or strengthen the policies and

legislation needed to halt and reverse nature loss by 2030. We reinforced our

support for the Call to Action with a joint statement with Business for Nature,

which highlighted the importance of nature to our business but laying out why

voluntary action is insufficient. We then attended the COP to advocate for

ambitious National Biodiversity Strategies and Action Plans (NBSAPs),

integrated with countries’ NDCs.

■Regenerative agriculture: We attended New York Climate Week and the UN

General Assembly (UNGA) 2024 to advocate for the scaling of regenerative

agriculture via the creation of a regulatory landscape that supports farmers to

transition to, and maintain, regenerative approaches. We also attended

COP29 in Baku to advocate for NDCs that support the scaling of regenerative

agriculture.

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METRICS AND TARGETS

Targets

We have set targets to reduce our impacts on and risks associated with biodiversity and ecosystems, and to help protect, restore and regenerate nature in those locations

where we have a material impact. We have updated our targets to focus on allocating resources towards our material sustainability matters. Our sustainable sourcing and

regenerative agriculture targets address the impact of ecosystem degradation, potential crop yield reduction, and biodiversity loss or collapse within our value chain. Our

protect and restore and deforestation-free targets represent a unified approach to ecosystem intervention, aiming to address biodiversity loss risks and potential regulatory or

activist challenges in areas surrounding our value chain.

In 2024, we reset our sustainable sourcing target to 95% of procured volume with third-party verification by 2030, which allows for new supplier and programme expansion, as

well as additional third-party verification. We also split our previous ‘protect and restore 1.5 million hectares of land, forest and oceans’ target into two separate targets related to

regenerative agriculture and natural ecosystem protection.

We set our targets for both our regenerative agriculture and protect and restore programmes based on exposure to land and our key crops sourcing footprint, which we

estimate at 4 million hectares. By 2030, our regenerative agriculture programme aims to cover approximately 25% of the land required to grow the agricultural raw materials

associated with our key crops, for Unilever’s products. Our protect and restore target, which focuses on ecosystems within and around our key crops sourcing footprint, also

aims to cover approximately 25% of our land footprint. After achieving our no deforestation target in 2023, we set a new goal to maintain 95% deforestation-free sourcing for

palm oil, paper and board, tea, soy and cocoa. Continued implementation of our commitment to deforestation-free sourcing aims to prevent ecosystem destruction and mitigate

legal and reputational risks associated with biodiversity degradation.

Ecological thresholds and allocations of impacts to Unilever have not been applied when setting targets. Target-setting was informed by, but not aligned with, the Kunming-

Montreal Global Biodiversity Framework, and all our targets can be allocated to the avoidance, minimisation, restoration, and rehabilitation layers of the mitigation hierarchy.

Stakeholders in our value chain have not been formally involved in our target setting.

Our targets and progress against these targets are set out below:

Implement regenerative agriculture practices on 1 million hectares of agricultural land by 2030, and help protect and restore 1 million hectares of natural<br><br>ecosystems by 2030<br><br>Regenerative agriculture activities eligible for support through Unilever’s programmes must contribute to at least two of the five impact areas outlined in our Regenerative<br><br>Agriculture Principles: climate, soil, water, livelihoods or biodiversity.<br><br>Protect and restore activities eligible for support through Unilever’s programmes are those designed to either conserve areas of natural ecosystem or improve ecosystem<br><br>quality.<br><br>Eligible programmes must operate within a defined geographical area, be approved by Unilever authority, be operational between 1 January 2021 and 31 December 2024,<br><br>and be run directly by Unilever or by a third party under a contractual commitment with Unilever. Where a programme is phased over multiple years, only the share of newly<br><br>operational between 1 January and 31 December 2024 will be eligible. A programme is considered operational if at least one activity has commenced, as demonstrated by<br><br>the use of budgeted financial or in-kind resources.<br><br>95% volume of key crops to be verified as sustainably sourced by 2030<br><br>Key crops include cereals and starches, cocoa, coconut oil, dairy, palm oil, paper and board, rapeseed oil, soy oil, sugar, tea, vanilla, and vegetables and herbs, and account<br><br>for over 75% of our agricultural sourcing by volume.<br><br>Sustainable sources are defined as raw materials that are either produced according to third-party certification and aligned with Unilever’s Sustainable Agricultural Principles<br><br>or purchased from non-sustainable sources but matched with credits representing verified sustainably sourced raw materials. Examples include soy (RTRS credits), cane<br><br>sugar (Bonsucro credits), and palm oil and palm kernel oil (RSPO credits).<br><br>Measuring performance against this target includes the partial use of credits to address the unavailability of physically sustainable (certified) sources in some markets. These<br><br>credits are compensatory and not associated with providing biodiversity improvements.<br><br>Exclusions: crops purchased by third parties, those used in agricultural production of other purchase materials or those included in the manufacturing process of purchased<br><br>materials, and where the volume is <1,000 tonnes.<br><br>Maintain no deforestation across our primary deforestation-linked commodities<br><br>Performance is measured as the percentage of purchase order volumes of palm oil, paper and board, tea, soy and cocoa that meet Unilever's deforestation-free<br><br>requirements in the period from 1 January to 31 December 2024.<br><br>Materials are determined to be deforestation-free through one of the following means:<br><br>■The materials are in compliance with the European Union Regulation on Deforestation-Free Products (EUDR);<br><br>■An independent third-party certification body has provided confirmation to Unilever that the supplier meets the requirements of the Unilever Deforestation-Free Verification<br><br>protocols;<br><br>■The supplier has received a third-party certification from one of a list of approved certification bodies that meet Unilever's Deforestation-free requirements; or<br><br>■The materials come from locations or countries considered to have had a negligible risk of recent deforestation as per the Negligible Risk Protocol.<br><br>Exclusions: Materials purchased by third-party companies supplying finished products for Unilever, materials purchased for collaborative manufacturing, materials included<br><br>as an ingredient or used in the process of purchased materials or produced with multiple interchangeable feedstocks, small volume materials for palm oil and small volume<br><br>suppliers where the aggregated volumes are <5% of total purchased volumes.
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Nature targets Goal 2024 2023 2022
--- --- --- --- ---
Implement regenerative agriculture practices on 1 million hectares of agricultural land by 2030<br><br>(millions of hectares)(a) 1m 0.13m 0.06m 0.05m
Help protect and restore 1 million hectares of natural ecosystems by 2030 (millions of<br><br>hectares)(a) 1m 0.43m 0.29m 0.20m
95% volume of key crops to be verified as sustainably sourced by 2030        (% purchased)(b)(c) 95% 79% 79% 81%
Maintain no deforestation across our primary deforestation-linked commodities (% palm oil,<br><br>paper and board, tea, soy and cocoa order volumes that are deforestation-free)(d) 95% 97% 98%

(a)These results are from projects funded by Unilever and our partners. Unilever has an agreement with our project partners that allows all parties to make public statements on the total

impacts of these projects provided they acknowledge the role of the other party.

(b)Raw materials produced according to third-party certification and aligned with Unilever’s SAP were 63% in 2024, 66% in 2023 and 71% in 2022.

(c)Raw materials purchased from non-sustainable sources but matched with credits representing verified sustainably sourced raw materials were 16% in 2024, 13% in 2023 and 10% in 2022.

(d)2023 performance measured for all commodity volumes ordered for three-month period October to December, except for palm oil in India measured only for December.

The change to our goals in 2024 reflects our commitment to expand and stretch our sustainability requirements, and has impacted our 2024 performance on our

sustainably sourced and no deforestation goals. Our updated sustainable sourcing goal requires that all materials be verified, and we are transitioning suppliers and

programmes to verification through 2024. In addition, having reached 97.5% deforestation-free sourcing in 2023 for palm oil, paper and board, tea, soy and cocoa

order volumes, we set our target at 95% on an ongoing basis for the same commodities in 2024, to ensure we can expand the scope of our programme

by onboarding new suppliers and materials. This expands our deforestation-free sourcing and provides better resilience and greater scale. The scope of this target

covers more than 65% of Unilever’s impact on land used to grow our key crops, and focuses on those commodities that are most often linked to deforestation and

conversion of natural ecosystems to farmland.

Impact metrics related to biodiversity and ecosystems change

| The Integrated Biodiversity Assessment Tool (IBAT) contains global biodiversity datasets and derived data, including the International Union for Conservation of<br><br>Nature (IUCN) Red List of Threatened Species™, the World Database on Protected Areas (WDPA) and the World Database of Key Biodiversity Areas (WDKBA).<br><br>Biodiversity-sensitive areas (BSAs) are defined as the Natura 2000 network of protected areas, UNESCO World Heritage sites and Key Biodiversity Areas (KBAs),<br><br>as well as other protected areas, as referred to in Appendix D of Annex II to Commission Delegated Regulation (EU) 2021/2139.<br><br>A Key Biodiversity Area (KBA) is a site that contributes significantly to the global persistence of biodiversity in terrestrial, freshwater and marine ecosystems. Sites<br><br>qualify as global KBAs by meeting one or more of 11 criteria in five categories: threatened biodiversity; geographically restricted biodiversity; ecological integrity;<br><br>biological processes; and irreplaceability.<br><br>A Protected Area (PA) is a clearly defined geographical space, recognised, dedicated and managed through legal or other effective means to achieve the long-term<br><br>conservation of nature, along with associated ecosystem services and cultural values. These areas are obtained from the WDPA.<br><br>Unilever site geo-coordinates are assessed using the IBAT to identify those within 1km of a BSA. For each site that is identified as in or within 1km of a BSA,<br><br>Unilever assess where there is a negative change in the Biodiversity Intactness Index (BII) and if this is greater than zero between 2017 and 2020; and a water-<br><br>stressed area according to WRI Aqueduct Water Risk Atlas Tool. For sites where there is both water stress and a negative change in BII, Unilever includes this site<br><br>in the metric and obtains the site size (in square metres) from Unilever’s site surface land area reports. Site areas reported in square metres are converted to<br><br>hectares and summed to give a total area in hectares.<br><br>Sites that were initially identified as being in biodiversity-sensitive areas but are located within highly urbanised regions were excluded from the final list, as their<br><br>proximity to biodiversity-rich locations is limited.<br><br>Exclusions: Smaller offices, logistics and GBU sites that do not report in Unilever systems. | | --- || Impact metrics related to biodiversity and ecosystems change | 2024 | | --- | --- | | Number of Unilever sites in or near (i.e. within 1km) of biodiversity-sensitive areas, that are negatively affecting biodiversity | 22 | | Area of Unilever sites in or near (i.e. within 1km) of biodiversity-sensitive areas, that are negatively affecting biodiversity (hectares) | 322 |

While the indicators used may identify potential negative impacts, they risk over- and under-reporting due to outdated and inaccurate global biodiversity data sets.

Consequently, we are unable to directly attribute Unilever’s operations to negative impacts on biodiversity and ecosystems.

258 Unilever Annual Report on Form 20-F 2024
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Resource Use and Circular Economy

IMPACT, RISK AND OPPORTUNITY MANAGEMENT

Our material Environmental impacts, risks and opportunities resulting from the

double materiality assessment (DMA) and the process by which these were

identified are detailed on page 230.

Policies

Unilever’s environmental policies are disclosed on page 232. The table below

demonstrates how these policies address our material risks and impacts in

relation to resource use and circular economy.

Plastic pollution Hazardous<br><br>waste EPR schemes<br><br>and other<br><br>plastic-related<br><br>taxes
Unilever Environmental Policy
Environmental Care Framework<br><br>Standard
Responsible Partner Policy

Our approach to plastic packaging is embedded in our overall business strategy

and product innovation cycles. Our policies in relation to plastic packaging

encompass the reduction in our use of virgin plastics, and our policies in relation

to hazardous waste encompass waste management.

Unilever’s policies and other disclosures regarding the sustainable sourcing of

raw materials are detailed in our Biodiversity and Ecosystems section on page

254.

Actions

Plastic pollution, extended producer responsibility (EPR)

schemes for packaging and other plastic-related taxes

Unilever is working to end plastic pollution through reduction, circulation and

collaboration. We aim to reduce virgin plastic use by switching to recycled

plastic, designing lighter packaging, and developing alternative packaging

materials, formats and models. We have also introduced new packaging

solutions, like laundry sheets and capsules in cardboard boxes, to reduce or

remove plastic. To help find new ways for our consumers to shop and use our

products, since 2021, we have conducted over 50 reuse-refill pilots around the

world, testing and learning from different approaches. Because we recognise that

collaboration and regulation are key to scaling reusable packaging models, we

are also participating in industry-wide initiatives led by the World Economic

Forum, the Ellen MacArthur Foundation and the Consumer Goods Forum.

To help keep plastic packaging in circulation and out of the environment, we are

developing next-generation packaging materials that are reusable, recyclable or

compostable. We split rigid packaging from hard-to-recycle flexible packaging in

recognition of the unique challenges linked to each format and the different

solutions required. In 2024, we introduced a new recyclable pump for Vaseline

bottles in North America. Through our Future Flexibles programme, we are

exploring alternatives to plastic, such as recyclable and compostable paper-

based materials. While we develop and scale these new materials, we are

moving some of our products’ packaging to paper-plastic solutions, such as

Knorr bouillon cubes in the UK. Additionally, we are supporting initiatives to

collect and process plastic, which helps to scale waste management systems,

prevent plastic pollution in the environment, and reduce the leakage of

microplastics.

Tackling plastic pollution requires cross-industry collaboration and policy to drive

systemic change and ensure that all businesses play by the same rules. We co-

chair the Business Coalition for a Global Plastics Treaty, campaigning for a

legally binding UN plastics treaty that addresses the full lifecycle of plastic and

creates a level playing field for all businesses. We also advocate for mandatory,

well-designed extended producer responsibility (EPR) schemes to hold

businesses accountable for their packaging choices. In 2020, we endorsed the

Consumer Goods Forum’s position on EPR scheme design, and in 2021, we

signed the Ellen MacArthur Foundation’s public statement supporting the use of

EPR, alongside industry peers.

Waste management, including hazardous waste

We drive continuous improvement in waste management at our sites, including

hazardous waste, through the Environmental Care Framework Standard

(ECFWS). For our manufacturing organisation, the Unilever Manufacturing

System (UMS) provides an operational framework to support the implementation

of the ECFWS. Our sites follow a framework to identify and implement actions

addressing negative waste-related impacts. Each year, all sites develop action

plans to further enhance ECFWS compliance, including waste management, with

progress monitored throughout the year to ensure the timely closure of actions.

In 2024, we introduced a global Waste Standard, effective 1 January 2025,

mandating minimum requirements for the management of hazardous and non-

hazardous waste at all Unilever sites. The standard mandates the application of

the waste hierarchy, employee engagement on waste management principles

and regular audits of our waste service providers. To reduce our waste footprint,

the standard also requires sites to maintain zero non-hazardous waste from

manufacturing to landfill or incineration without energy recovery, which Unilever

has maintained since 2015. In 2024, we supported this by collaborating with

governments and waste service providers in countries where this approach is not

widely available.

Within our value chain, our business partners are required to comply with the

mandatory requirements of our Responsible Partner Policy (RPP), including our

hazardous waste management requirements. We verify RPP alignment through

self-declarations upon registration, annual re-registration to our systems, routine

due diligence and risk-based audits. We require business partners to create a

Corrective Action Plan to address any issues identified during third-party audits

and we encourage suppliers to contact the Unilever team for guidance where

they face challenges in meeting our requirements.

METRICS AND TARGETS

Targets

Our plastic packaging targets focus on the areas we know will have the most

impact such as reducing our use of virgin plastic and developing solutions for

hard-to-recycle flexible plastic packaging materials, like plastic sachets.

We aim to address plastic pollution, including microplastics pollution, by reducing

our virgin plastic usage and increasing circular plastic packaging design. These

voluntary targets are in line with Unilever’s Environmental Policy. Ecological

thresholds and allocations of impacts to Unilever have not been applied when

setting targets. Consideration of microplastics in our products is detailed on page

249.

Making progress on our targets to address plastic packaging is relevant to EPR

schemes, taxes or bans related to packaging; however, we do not have specific

targets in place for such schemes, taxes or bans.

We do not have formal waste targets in place in our own operations. However,

waste generation and waste routes are monitored at a local level to ensure

compliance with Unilever standards and local legal requirements. Our global

Safety, Health and Environment (SHE) team also monitors the compliance of our

manufacturing sites with respect to our aim to send zero non-hazardous waste to

landfill or incineration without energy recovery, and site-level plans are

developed to remediate any identified instances of non-compliance.

Unilever Annual Report on Form 20-F 2024 259
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The scope of our plastic packaging targets includes plastic packaging in 26 countries, which account for approximately 82% of Unilever’s sales. Packaging<br><br>materials comprise of a range of different plastics, including:<br><br>■Rigids – plastic packaging materials that are sturdy, inflexible and maintain their shape even when empty, such as bottles, jars and tubs.<br><br>■Flexibles – plastic packaging materials that can be easily moulded, folded or shaped, adapting to the product’s form, such as pouches, sachets, overwraps and<br><br>tubes.<br><br>Where packaging components are made of multiple materials, those that are predominantly plastic by weight are defined as plastic packaging. Conversely, if plastic<br><br>is not the single greatest material by weight within a packaging item, the whole item is not considered ’plastic packaging’.<br><br>Exclusions: All targets exclude plastic packaging purchased/sold (as applicable) by businesses that are not fully integrated into Unilever’s SAP system and transport<br><br>packaging, also known as tertiary packaging.<br><br>Reduce our virgin plastic footprint by 30% by 2026, and 40% by 2028, from a 2019 baseline; and Use 25% recycled plastic in our packaging by 2025<br><br>Virgin plastic packaging is derived from fossil fuels and/or bio-based sources and has not been recycled. 2024 virgin and recycled plastic packaging volumes are<br><br>recorded based on supplier invoices and product specification information. 2019 plastic packaging volumes are estimated by country and Business Group, based<br><br>on the volume of plastic purchased in 26 countries in 2023 and the ratio of 2019 and 2023 total product sales volumes. The 2019 recycled plastic purchased is<br><br>estimated based on monthly demand by region.<br><br>Other exclusions: Plastic packaging purchased by collaborative manufacturers of Unilever products is not included, representing approximately 11% of plastic<br><br>packaging purchased in the 26 countries.<br><br>100% of our plastic packaging to be reusable, recyclable or compostable by 2030 (for rigids) and 2035 (for flexibles); and Collect and process more<br><br>plastic packaging than we sell by 2025<br><br>Plastic packaging volumes are based on plastic packaging used in products sold. Approximately 6% of products have incomplete information, which is extrapolated<br><br>from the average of the most similar products available with complete data. To estimate the total tonnes of plastic packaging used in products sold for the reporting<br><br>year, the plastic packaging used in products sold for the 12 months to 30 September 2024 is multiplied by the ratio of sales volumes for the 12 months to 30<br><br>September 2024 compared to the 12 months to 31 December 2024.<br><br>■Recyclable plastic packaging: technically possible to recycle and has proven commercial viability for plastics processors to recycle the material in the region<br><br>where it is sold.<br><br>■Reusable plastic packaging: designed to be used, then refilled more than once and used again for the same purpose; it must also be recyclable at the end of its<br><br>life and is therefore not assessed separately to recyclability.<br><br>■Compostable plastic packaging: meets international standards and definitions for compostability, and local country infrastructure exists to enable composting to<br><br>take place.<br><br>Recyclability and compostability are assessed based on information gathered from various sources, such as governmental organisations (for recycling and recovery<br><br>rates), industry consortiums and packaging recycling organisations.<br><br>Plastic packaging collected for processing is calculated by country and consists of:<br><br>■Post-consumer recycled plastic purchased by Unilever, recorded based on supplier invoices and product specification information.<br><br>■Plastic packaging collected through activities directly funded by Unilever, tracked by country through invoices, contracts or other written confirmation from the<br><br>relevant supplier organisations. Where it is collected and processed in partnership, we will only count Unilever’s share.<br><br>■The tonnes of Unilever product packaging recycled, reused or recovered in countries where Unilever funds municipal recycling through EPR schemes are<br><br>estimated using country-specific Recycling and Recovery Indices (RRI). These estimates rely on government or industry data, or on internal expert opinions<br><br>when external data is unavailable or unreliable. Bottle collection is excluded to prevent double-counting with post-consumer recycled plastic packaging<br><br>purchased by Unilever.
---
Plastics targets Goal 2024 2023 2022
--- --- --- --- ---
Reduce our virgin plastic footprint by 30% by 2026, and 40% by 2028, from a 2019 baseline(a) -30% -23% -21% -21%
100% of our plastic packaging to be reusable, recyclable or compostable(b) 100% 57% 53% 55%
by 2030 for rigids (% of total tonnes of reusable, recyclable or compostable plastic packaging used) 76%
by 2035 for flexibles (% of total tonnes of reusable, recyclable or compostable plastic packaging<br><br>used) 13%
Use 25% recycled plastic in our packaging by 2025 (% of total used in packaging)(c) 25% 21% 20% 18%
Collect and process more plastic than we sell by 2025 (tonnes of plastic packaging collected<br><br>and processed, % of tonnes of plastic sold)(d) 100% 93% 68% 61%

(a)Restated from -18% in 2023 and -13% in 2022 due to change in measurement methodology (see below).

(b)2023 and 2022 measured for 12-month period ended 30 September.

(c)Restated from 22% in 2023 and 21% in 2022 due to change in measurement methodology (see below).

(d)Restated from 61% in 2023 and 58% in 2022 due to change in measurement methodology (see below).

In 2024, Unilever implemented improvements in the measurement of our virgin plastic and recycled plastic packaging, as part of our continuous efforts to enhance the

quality of our reporting. Measurement is now based on more accurate, granular and automated purchases data, and allows for improved consistency within our

calculations. We have therefore restated our 2022 and 2023 virgin plastic (including the baseline), recycled plastic, and collect and process performance metrics to

reflect these measurement improvements.

We have made progress across all our plastic goals in 2024. We increased our use of recycled plastic, driven by new innovation launches including Dove and Lux

body washes in China and Cif cream cleaner in Turkey, as well as volume growth in our Power Brands, which already use higher levels of recycled plastic. The

increase in recycled plastic use in our packaging contributed to the reduction in our virgin plastic footprint, alongside innovation projects such as the roll out of new

lightweight Rexona and Axe roll-on and stick deodorant designs in our largest deodorants markets.

The proportion of our plastic packaging that is reusable, recyclable or compostable increased, driven by innovations including the launch of recyclable pumps for

Vaseline bottles in North America and by the availability of more accurate data on recycling infrastructure. In 2024, we updated our 100% recyclable, reusable and

compostable goal by splitting it into rigid packaging and flexible packaging. This was in recognition of the unique challenges linked to each format and therefore the

different solutions required. Flexible plastic packaging remains an industry-wide challenge, with collection, processing and recycling infrastructure underdeveloped in

many markets. Developing alternatives to flexible plastic packaging is our priority. This includes alternative packaging materials, formats and models. We know that

alternative packaging formats and models, like reuse-refill, will take more time and systemic change to scale, which is why we are also developing material

alternatives to flexible plastic. For this, we are increasing investment in materials science and technology, boosting our in-house expertise to develop new sustainable

packaging materials and technologies, and working with our supply chain partners to bring these solutions to market.

In 2024, we helped to collect and process 93% of our plastic packaging footprint, representing significant progress towards our 2025 goal. The improvement was

achieved through scaling up and broadening our collection and processing activities across markets, including onboarding new waste management partners in Brazil

and expanding our existing partnership on community waste banks in Indonesia. Key markets driving our progress include Brazil, India, Indonesia, Thailand and

Vietnam.

260 Unilever Annual Report on Form 20-F 2024
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Resource Inflows

| Description of resource inflows<br><br>The material resource inflows used in our own operations and upstream value chain are raw materials, packaging materials, and water:<br><br>■Raw materials used to produce our products include materials originating from agriculture and forestry, including palm-based oleochemicals and food ingredients,<br><br>as well as chemicals which may originate from fossil fuels, minerals or metals extracted from the earth. Unilever’s raw materials include biological materials<br><br>which are derived from or produced by living organisms (e.g. crops, animals, bacteria and fungi).<br><br>■Packaging materials include plastic, paper and board, glass and aluminium, and both virgin and secondary materials (materials that are derived from the<br><br>recycling of primary materials which are reprocessed and then reused).<br><br>■Water is used as an ingredient in our products and for our manufacturing processes.<br><br>Inflows of property, plant and equipment are not considered to be material.<br><br>Resource inflows metrics: Products and technical and biological materials used, including secondary materials<br><br>Measured based on tonnes of raw and packaging materials purchased for Unilever operations and collaborative manufacturing, and water consumed in Unilever<br><br>operations.<br><br>Raw and packaging materials purchased by Unilever and packaging materials purchased by collaborative manufacturers supplying Unilever’s Business Groups, are<br><br>recorded based on supplier invoices and product specification information. Where supplier invoices or product specification information are not available for<br><br>packaging materials purchased by third parties, volumes are estimated using extrapolation of existing data (representing circa 1% of total raw and packaging<br><br>materials purchased by Unilever and third parties).<br><br>For water consumption volumes, refer to Water Consumption metrics on page 253.<br><br>Resource inflows metrics: Biological materials that are sustainably sourced<br><br>Measured based on tonnes of biological raw and packaging materials purchased by Unilever. Biological material volumes are calculated based on supplier invoices,<br><br>and then mapped to tonnes of feedstock material e.g. chocolate is decomposed into x% cocoa, y% dairy and z% sugar. Water consumed in Unilever operations is<br><br>not included in the measurement.<br><br>Sustainable sources are defined as either raw materials which are produced according to third-party certification and aligned to Unilever’s Sustainable Agricultural<br><br>Principles (48%); or purchased from non-sustainable sources but matched to credits which represent verified sustainably sourced raw materials (12%) e.g. soy<br><br>(RTRS credits), cane sugar (Bonsucro credits) and RSPO credits for palm oil and palm kernel oil. | | --- || Resource inflows metrics | 2024 | | --- | --- | | Total weight of products and technical and biological materials used (million tonnes)(a) | 32 | | Biological materials used that are sustainably sourced as a percentage of biological materials used (%) | 60% | | Total weight of secondary materials used (million tonnes) | 1 | | Secondary material used as a percentage of total weight of products and technical and biological materials used (%) | 2% |

(a)Comprises 47% tonnes of raw and packaging materials purchased for Unilever operations and collaborative manufacturing and 53% water consumed in operations.

Resource Outflows

Products and materials

Description of resource outflows<br><br>Resource outflows include consumer products, the packaging materials used to contain or protect them, and waste materials. Consumer products include food,<br><br>beauty, personal care and home care products. Packaging materials include plastic, paper and board, glass and aluminium.<br><br>Exclusions: Our products are designed to be consumed, such as food, or to deliver benefits to the consumer and then pass into wastewater, such as shampoo or<br><br>laundry detergent. As such, repairability and durability are not relevant concepts.<br><br>Product and material metrics<br><br>Measured based on tonnes of packaging materials purchased for Unilever operations and collaborative manufacturing.<br><br>Packaging materials purchased by Unilever and collaborative manufacturers supplying Unilever’s Business Groups are recorded based on supplier invoices and<br><br>product specification information. Where supplier invoices or product specification information are not available for packaging materials purchased by third parties,<br><br>volumes are estimated using extrapolation of existing data (representing circa 6% of total packaging materials purchased by Unilever and third parties).<br><br>Recyclability is assessed using data from various sources, such as governmental organisations (for recycling and recovery rates), industry consortiums and<br><br>packaging recycling organisations. This reflects the technical potential to recycle a packaging material.<br><br>Exclusions: Product recyclability is not a materially relevant concept for our consumer products and is therefore excluded from the metric.

The percentage of our packaging that is recyclable using existing technology is set out below. Not all packaging that is technically recyclable will actually be recycled,

due to a lack of infrastructure. Our goal relating to the ‘actual recyclability’ of plastic packaging is included on page 259 and our plastic packaging actions are outlined

on page 258.

Product and material metrics 2024
Rate of recyclable content in packaging materials used by Unilever (%) 78%
Unilever Annual Report on Form 20-F 2024 261
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Waste

| Description of waste composition<br><br>Waste streams relevant to the consumer goods sector include wastes from industrial processes, food waste and packaging waste.<br><br>Materials present in the waste generated by Unilever include raw materials used to manufacture products in various stages of processing, such as food ingredients;<br><br>packaging materials, such as plastic and paper; and waste from production processes, such as boiler ash.<br><br>Waste metrics<br><br>Waste is measured for all manufacturing sites and the majority of logistics and other sites. This is based on documentation, provided by waste service providers,<br><br>which breaks down the type of waste that has been collected, the amount, and the waste management route.<br><br>For the remaining sites, representing 5% of volumes, estimates are made for hazardous and non-hazardous waste based on measured sites and site headcount or<br><br>pallet position. It is assumed that all estimated hazardous waste is directed to disposal by incineration without energy recovery and all estimated non-hazardous<br><br>waste is directed to disposal by landfill. | | --- || Waste generated in own operations (thousands tonnes) | 2024 | | --- | --- | | Total waste generated | 731 | | Hazardous waste diverted from disposal | 25 | | For preparation for reuse | 4 | | For recycling | 11 | | For other recovery operations | 10 | | Non-hazardous waste diverted from disposal | 699 | | For preparation for reuse | 196 | | For recycling | 337 | | For other recovery operations | 166 | | Hazardous waste directed to disposal | 6 | | By incineration without energy recovery | 4 | | By landfilling | 2 | | By other disposal operations | 0 | | Non-hazardous waste directed to disposal | 1 | | By incineration without energy recovery | 0 | | By landfilling | 1 | | By other disposal operations | 0 | | Non-recycled waste | 183 | | Percentage of non-recycled waste (%) | 25% | | Total hazardous waste including radioactive waste | 31 | | 262 | Unilever Annual Report on Form 20-F 2024 | | --- | --- | | STRATEGIC REPORT | CORPORATE GOVERNANCE | FINANCIAL STATEMENTS | SUSTAINABILITY STATEMENTS | | --- | --- | --- | --- || ENVIRONMENTAL DISCLOSURES | | --- |

Potential financial effects

We have considered our most material resource use and circular economy-related risks under two nature scenarios: High Nature Degradation and High Nature

Preservation. Further detail on these scenarios is set out on page 254. The approach taken to this analysis is the same as the process set out in our climate scenario

analysis on page 235, with the exception of the specific nature scenario selection.

The outcomes from this analysis are set out below.

EPR for packaging (transition risk)
Expansion of EPR schemes and plastic tax
bn impact on net profit (as a % of net revenue)
Description Assumptions Scenario Risk type 2030 2050
The expansion of EPR schemes,<br><br>globally or to countries currently<br><br>considering a scheme.<br><br>Additionally, within a High Nature<br><br>Preservation scenario, the<br><br>introduction of a global plastic tax. Gross risk<br><br>The costs relating to EPR schemes apply to<br><br>all plastics within our packaging; plastic tax<br><br>applies to virgin plastic only.<br><br>■High Nature Preservation: EPR schemes<br><br>expand to all countries by 2030 and a<br><br>global plastic tax is levied on virgin plastic<br><br>production, growing from USD 0 per tonne<br><br>in 2030 to USD 1,000 per tonne in 2050.<br><br>■High Nature Degradation: EPR schemes<br><br>expand only to countries currently<br><br>considering a scheme.<br><br>Net risk<br><br>■Achieving our plastic goals reduces<br><br>exposure to EPR costs and the volume of<br><br>virgin plastic exposed to a potential tax. High Nature<br><br>Preservation Gross -0.5 (-0.8%) -2.8 (-2.6%)
Net -0.4 (-0.7%) -1.9 (-1.7%)
High Nature<br><br>Degradation Gross -0.4 (-0.7%) -1.5 (-1.4%)
Net -0.4 (-0.6%) -1.3 (-1.2%)

All values are in Euros.

EPR for packaging (transition risk)
Increased bans on plastic packaging
Description Assumptions Risk type Description
Increased bans on plastic<br><br>packaging, affecting all markets in<br><br>the High Nature Preservation<br><br>scenario and some markets in the<br><br>High Nature Degradation scenario. Gross risk<br><br>Plastic packaging bans are introduced<br><br>in certain markets:<br><br>■High Nature Preservation: Global initiatives<br><br>to phase out and ban some types of<br><br>packaging, with viable alternatives made<br><br>available.<br><br>■High Nature Degradation: Introduction of<br><br>bans for some types of packaging before<br><br>viable alternatives exist, in countries with<br><br>high plastic pollution.<br><br>Net risk<br><br>■Achieving our goals to reduce plastic<br><br>packaging use, enhance recyclability, and<br><br>improve waste collection, recycling, and<br><br>reuse infrastructure. Gross High Nature Preservation: Global initiatives for the<br><br>management of waste streams via EPR schemes are<br><br>implemented by 2030. From 2030 onwards, additional global<br><br>criteria to define bans for some types of packaging are<br><br>established, increasing packaging costs where viable<br><br>alternatives remain more expensive.<br><br>High Nature Degradation: Country policies are fragmented;<br><br>packaging bans are more likely in nations affected by high<br><br>plastic pollution, reducing revenues in these markets.
Net Both scenarios: We achieve 100% reusable, recyclable or<br><br>compostable plastic packaging goals by 2035 for flexibles,<br><br>minimising exposure to bans and protecting revenues, while<br><br>advocating for global rules and harmonised regulation.
Unilever Annual Report on Form 20-F 2024 263
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EU Taxonomy Disclosures

OVERVIEW

The EU Taxonomy regulation sets out the reporting obligations to be included in

the sustainability statement. The regulation outlines certain activities, referred to

as ’eligible’ and ’aligned’ activities. For the financial year 2024, businesses need

to assess whether they have eligible and aligned activities within each of the six

environmental objectives: i) climate change mitigation, ii) climate change

adaptation, iii) sustainable use and protection of water and marine resources,

iv) transition to a circular economy, v) pollution prevention and control, and vi)

protection and restoration of biodiversity and ecosystems.

If the eligible activities are considered to make a substantial contribution to an

objective and do no significant harm in accordance with the criteria set out in the

regulations, then they are designated as ’aligned’ as long as the business also

meets a minimum set of criteria with respect to human rights, bribery and

corruption, taxation and fair competition. Using the current list of eligible activities

and the alignment criteria, we have reviewed the Group’s turnover, capital

expenditure and operating expenditure (as defined by the EU Taxonomy) to

identify the extent of any eligible and aligned activities within our business. The

outcome of our review is presented below.

The EU Taxonomy remains a work in progress and in creating the current list of

environmentally sustainable activities, the European Commission has not yet

considered the FMCG industry in which the Group operates, focusing instead on

the more carbon-intensive industries where it believes there is the most potential

for climate change mitigation or adaptation.

TURNOVER KPI

For the year ended 31 December 2024, none of our turnover related to eligible

activities, as detailed in our consolidated income statement on page 138.

Therefore, none of our turnover can be classified as aligned.

OPERATING EXPENDITURE KPI

As per the EU Taxonomy, operating expenditure is defined as directly incurred,

non-capitalised costs relating to research and development, building renovations,

short-term leases, or the repair and maintenance of property, plant and

equipment. For the year ended 31 December 2024, we did not identify any

material operating expenditure in respect to eligible activities. As a consequence,

none of our operating expenditure can be classified as aligned.

CAPITAL EXPENDITURE KPI

For the year ended 31 December 2024, as set out in our consolidated financial

statements, 15.1% of our capital expenditure related to eligible activities. This

includes all additions to intangible assets as detailed in note 9 on page 160 and

all additions to tangible assets (both leased and owned) as detailed in note 10 on

page 163. Those additions include those resulting from business combinations

and are before depreciation, amortisation and any re-measurements.

We have identified eligible activities that relate to i) climate change mitigation, iii)

sustainable use and protection of water and marine resources and iv) transition

to a circular economy. The majority of this relates to the acquisition of buildings

as shown in the tables below. There are no eligible activities in respect of v)

pollution prevention and control, and vi) protection and restoration of biodiversity

and ecosystems.

We have determined that none of this eligible capital expenditure can be

classified as aligned as they do not make a substantial contribution to climate

change mitigation objective. The principal reason is that we do not have

sufficiently detailed documentation to support the criteria.

We meet the minimum set of criteria with respect to human rights, corruption and

bribery, taxation and fair competition. This has been determined by assessing our

internal policies against the minimum criteria and reviewing any breaches or

violations identified in the reporting period.

Taxonomy-eligible but not Taxonomy-aligned activities
€ Million
Climate change mitigation
4.1 – Electricity generation using solar photovoltaic technology 5.7
4.16 – Installation and operation of electric heat pumps 1.9
4.24 – Production of heat/cool from bioenergy 1.1
5.2 – Renewal of water collection, treatment and supply systems 1.0
6.5 – Transport by motorbikes, passenger cars and light commercial vehicles 3.1
7.1 – Construction of new buildings(a) 8.6
7.2 – Renovation of existing buildings(a) 21.6
7.3 – Installation, maintenance and repair of energy efficiency equipment 6.8
7.7 – Acquisition and ownership of buildings 385.4
8.1 – Data processing, hosting and related activities 1.3
Sustainable use and protection of water and marine resources
2.1 – Water supply 1.3
Transition to a circular economy,
5.1 – Repair, refurbishment and remanufacturing 0.9
Total Taxonomy-eligible but not Taxonomy-aligned activities 438.7

(a)Capital expenditure for those eligible activities are also eligible under the objective ’Transition to a circular economy’ however they are all allocated to Climate Change to avoid double

counting.

264 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- ENVIRONMENTAL DISCLOSURES
---

Proportion of capital expenditure from products or services associated with Taxonomy-aligned economic activities –

disclosure covering the year ended 31 December 2024

Financial year 2024 Substantial contribution criteria DNSH criteria ('Does<br><br>Not Significantly Harm')
Economic activities (1) Code<br><br>(2)
€ Million % Y; N;<br><br>N/EL Y; N;<br><br>N/EL Y; N;<br><br>N/EL Y; N;<br><br>N/EL Y; N;<br><br>N/EL Y; N;<br><br>N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N in % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Capital expenditure of<br><br>environmentally sustainable<br><br>activities (Taxonomy-aligned)<br><br>(A.1) 0 -% -% -% -% -% -% -% N N N N N N Y -%
Of which enabling 0 -% -% -% -% -% -% -% N N N N N N Y -% E
Of which transitional 0 -% -% -% -% -% -% -% N N N N N N Y -% T
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
N/EL N/EL N/EL N/EL N/EL N/EL
4.1 – Electricity<br><br>generation using solar<br><br>photovoltaic technology CCM<br><br>4.1 5.7 0.2% EL N/EL N/EL N/EL N/EL N/EL 0.6%
4.16 – Installation and<br><br>operation of electric heat<br><br>pumps CCM<br><br>4.16 1.9 0.1% EL N/EL N/EL N/EL N/EL N/EL 0.1%
4.24 – Production of heat/<br><br>cool from bioenergy CCM<br><br>4.24 1.1 0.1% EL N/EL N/EL N/EL N/EL N/EL 0.2%
5.2 – Renewal of water<br><br>collection, treatment and<br><br>supply systems CCM.<br><br>5.2 1.0 —% EL N/EL N/EL N/EL N/EL N/EL —%
6.5 – Transport by<br><br>motorbikes, passenger<br><br>cars and light commercial<br><br>vehicles CCM<br><br>6.5 3.1 0.1% EL N/EL N/EL N/EL N/EL N/EL 0.1%
7.1 – Construction of new<br><br>buildings CCM<br><br>7.1,<br><br>CE<br><br>3.1 8.6 0.3% EL N/EL N/EL N/EL EL N/EL —%
7.2 – Renovation of<br><br>existing buildings CCM<br><br>7.2,<br><br>CE<br><br>3.2 21.6 0.8% EL N/EL N/EL N/EL EL N/EL 0.2%
7.3 – Installation,<br><br>maintenance and repair of<br><br>energy efficiency<br><br>equipment CCM<br><br>7.3 6.8 0.2% EL N/EL N/EL N/EL N/EL N/EL 0.4%
7.7 – Acquisition and<br><br>ownership of buildings CCM<br><br>7.7 385.4 13.3% EL N/EL N/EL N/EL N/EL N/EL 16.1%
8.1 – Data processing,<br><br>hosting and related<br><br>activities CCM<br><br>8.1 1.3 —% EL N/EL N/EL N/EL N/EL N/EL —%
2.1 – Water supply WTR<br><br>2.1 1.3 —% EL N/EL N/EL N/EL N/EL N/EL —%
5.1 - Repair,<br><br>refurbishment and<br><br>remanufacturing CE<br><br>5.1 0.9 —% EL N/EL N/EL N/EL N/EL N/EL —%
Capital expenditure of<br><br>Taxonomy-eligible but not<br><br>environmentally<br><br>sustainable activities (not<br><br>Taxonomy-aligned<br><br>activities) (A.2) 438.7 15.1% % —% % —% % % 17.7%
A. Capital expenditure of<br><br>Taxonomy-eligible activities<br><br>(A.1+A.2) 438.7 15.1% % —% % —% % % 17.7%
B .TAXONOMY-NON-ELIGIBLE ACTIVITIES
Capital expenditure of<br><br>Taxonomy-non-eligible<br><br>activities 2,464.1 84.9%
TOTAL 2,902.8 100%

Climate Change

Mitigation (5)

Climate Change

Adaption (6)

Water (7)

Pollution (8)

Circular Economy (9)

Biodiversity (10)

Climate Change

Mitigation (11)

Climate Change

Adaption (12)

Water (13)

Pollution (14)

Circular Economy (15)

Biodiversity (16)

Minimum

safeguards (17)

Proportion of taxonomy

aligned (A.1.) or eligible

(A.2.) Capex 2023 (18)

Category enabling

activity (19)

Category transitional

activity (20)

Proportion of capital

expenditure, year 2024

(4)

Capital expenditure (3)

Unilever Annual Report on Form 20-F 2024 265
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- ENVIRONMENTAL DISCLOSURES
---

Proportion of operating expenses from products or services associated with Taxonomy-aligned economic activities –

Proportion of Taxonomy

-aligned (A.1.) or -eligible (A.2.) operating

expenses 2023 (18)

disclosure for the year ended 31 December 2024

Financial<br><br>year 2024 Substantial contribution criteria DNSH criteria ('Does Not Significantly Harm')
Economic<br><br>activities<br><br>(1) Code (2) Operating<br><br>expenses<br><br>(3) Proportion<br><br>of operating<br><br>expenses,<br><br>year 2024<br><br>(4)
€ Million % Y; N;<br><br>N/EL Y; N;<br><br>N/EL Y; N;<br><br>N/EL Y; N;<br><br>N/EL Y; N;<br><br>N/EL Y; N;<br><br>N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Operating expenses<br><br>of Taxonomy-<br><br>eligible but not<br><br>environmentally<br><br>sustainable<br><br>activities (not<br><br>Taxonomy-aligned<br><br>activities) (A.2) 0 -% -% -% -% -% -% -% N N N N N N Y -%
Of which enabling 0 -% -% -% -% -% -% -% N N N N N N Y -% E
Of which<br><br>transitional 0 -% -% -% -% -% -% -% N N N N N N Y -% T
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
N/EL N/EL N/EL N/EL N/EL N/EL
Operating expenses<br><br>of Taxonomy-<br><br>eligible but not<br><br>environmentally<br><br>sustainable<br><br>activities (not<br><br>Taxonomy-aligned<br><br>activities) (A.2) 0 -% -% -% -% -% -% -%
A. Operating<br><br>expenses of<br><br>Taxonomy-eligible<br><br>activities (A.1+A.2) 0 -% -% -% -% -% -% -%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Operating expenses<br><br>of Taxonomy-non-<br><br>eligible activities 1,546.0 100%
TOTAL 1,546.0 100%

Climate Change

Mitigation (5)

Climate Change

Adaption (6)

Water (7)

Pollution (8)

Circular Economy (9)

Biodiversity (10)

Climate Change

Mitigation (11)

Climate Change

Adaption (12)

Water (13)

Pollution (14)

Circular Economy (15)

Biodiversity (16)

Minimum Safeguards (17)

Category enabling

activity (19)

Category transitional

activity (20)

266 Unilever Annual Report on Form 20-F 2024
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--- --- --- --- ENVIRONMENTAL DISCLOSURES
---

Proportion of turnover from products or services associated with Taxonomy-aligned economic activities – disclosure

for the year ended 31 December 2024

Financial<br><br>year 2024 Substantial contribution criteria DNSH criteria ('Does Not Significantly Harm')
Economic<br><br>activities<br><br>(1) Code<br><br>(2) Turnover<br><br>(3) Proportion<br><br>of<br><br>turnover<br><br>2024 (4)
€ Million % Y; N;<br><br>N/EL Y; N;<br><br>N/EL Y; N;<br><br>N/EL Y; N;<br><br>N/EL Y; N;<br><br>N/EL Y; N;<br><br>N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Turnover of<br><br>environmentally<br><br>sustainable<br><br>activities<br><br>(Taxonomy-<br><br>aligned) (A.1) 0 -% -% -% -% -% -% -% N N N N N N Y -%
Of which enabling 0 -% -% -% -% -% -% -% N N N N N N Y -% E
Of which<br><br>transitional 0 -% -% -% -% -% -% -% N N N N N N Y -% T
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
N/EL N/EL N/EL N/EL N/EL N/EL
Turnover of<br><br>Taxonomy-<br><br>eligible but not<br><br>environmentally<br><br>sustainable<br><br>activities (not<br><br>Taxonomy-<br><br>aligned activities)<br><br>(A.2) 0 -% -% -% -% -% -% -% -%
A. Turnover of<br><br>Taxonomy-<br><br>eligible activities<br><br>(A.1+A.2) 0 -% -% -% -% -% -% -% -%
B .TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of<br><br>Taxonomy-non-<br><br>eligible activities 60,761 100%
TOTAL 60,761 100%

Climate Change

Mitigation (5)

Climate Change

Adaption (6)

Water (7)

Pollution (8)

Circular Economy (9)

Biodiversity (10)

Climate Change

Mitigation (11)

Climate Change

Adaption (12)

Water (13)

Pollution (14)

Circular Economy (15)

Biodiversity (16)

Minimum

Safeguards (17)

Proportion of Taxonomy

-aligned (A.1.) or -eligible

(A.2.) operating expenses,

2023 (18)

Category enabling

activity (19)

Category transitional

activity (20)

Nuclear and fossil gas-related activities – disclosure for the year ended 31 December 2024
Nuclear energy-related activities
1. Unilever carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation<br><br>facilities that produce energy from nuclear processes with minimal waste from the fuel cycle. No
2. Unilever carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or<br><br>process heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety<br><br>upgrades, using best available technologies. No
3. Unilever carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat,<br><br>including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their<br><br>safety upgrades. No
Fossil gas-related activities
4. Unilever carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using<br><br>fossil gaseous fuels. No
5. Unilever carries out, funds or has exposures to construction, refurbishment and operation of combined heat/cool and power generation<br><br>facilities using fossil gaseous fuels. No
6. Unilever carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/<br><br>cool using fossil gaseous fuels. No
Unilever Annual Report on Form 20-F 2024 267
--- ---
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- Social Disclosures
---

Our business is supported by over 120,000 individuals working in factories,

offices, distribution warehouses, R&D centres and customer-facing roles. The

scope of our Social disclosures includes:

■Own workforce: Unilever employees, i.e. those in a direct employment

relationship with Unilever according to national law or practice, and non-

employees, i.e. contractors working for Unilever, such as self-employed

individuals or those provided by employment agencies.

■Value chain: People employed by Unilever’s business partners, as detailed in

our general information on page 224.

■Affected communities: Individuals and local communities, including

Indigenous people, living or working in areas impacted by Unilever’s

operations or value chain activities.

■Consumers and end-users: The 3.4 billion people who use our products

every day.

SOCIAL MATERIAL IMPACTS, RISKS AND

OPPORTUNITIES

The process for assessing and identifying our material impacts, risks and

opportunities (IROs) is informed by our double materiality assessment as

detailed in our general information on page 226.

In identifying our material IROs, we have considered all groups of people who

are in the scope of our disclosures, as set out above, and considered all topics

connected to our strategy and business model. The Board engages regularly

with our workforce and Unilever’s Supply Chain and Procurement teams

maintain communication with our business partners, including those communities

that may have been affected by Unilever operations or value chain. This

feedback provides a key input into our double materiality assessment.

In March 2024, Unilever announced a comprehensive productivity programme,

which is expected to affect 7,500 office-based roles globally. The programme

aims to reduce complexity and drive efficiencies through technology-led

interventions, process standardisation and centralisation. The impacts of this

programme have been considered through our double materiality assessment

as we recognise that the retention of talent throughout this period is an important

factor when considering the risks to our workforce.

For each of our principal risks, including those relating to talent and the quality

and safety of our products, we reviewed the risk management frameworks

detailing risk descriptions and mitigating controls in place. These frameworks are

updated annually and monitored throughout the year to identify changes in the

risk profile.

When reviewing the social matters that are most material to us, we consider the

concept of impact materiality to be interchangeable with saliency. Therefore, the

identification of our material IROs considers our human rights impacts based on

our salient human rights issues. These are defined by the United Nations

Guiding Principles on Business and Human Rights (UNGPs) as ’the human

rights that are at risk of the most severe negative impacts through a company’s

activities or business relationships’.

In 2023, we completed an external review working with a human rights

management consultancy, in consultation with our key stakeholder groups,

including our affected communities, to assess both existing and emerging human

rights issues. This review concluded that our salient human rights issues are:

■Bullying and harassment;

■Discrimination;

■Fair wages and income;

■Forced labour;

■Freedom of association and collective bargaining;

■Health;

■Land rights (including Indigenous rights); and

■Working hours.

Each of these issues is viewed through multiple lenses, including gender, climate

transition impacts and type of operations, to understand the influence that these

have on access to human rights. We aim to identify, understand and assess

potential and actual impacts to people, as well as the root causes of impacts, so

that these are effectively addressed. We also work to prevent potential impacts

from becoming actual impacts, while monitoring for new and emerging human

rights issues. This is detailed further in our approach to human rights section on

page 270.

We regularly review human rights issues to ensure our approach remains

focused on saliency. While child labour is not one of Unilever’s global salient

human rights issues, it remains a key focus at a regional and commodity-specific

level, such as child labour prevention initiatives in our cocoa supply chain in

Ghana and Côte d’Ivoire.

Our Business Group strategies incorporate processes for identifying potential

impacts, risks and opportunities related to our consumers. These strategies are

supported by our Unmissable Brand Superiority framework and the 6Ps –

product, packaging, proposition, promotion, place and pricing – which drive

brand innovation. Product safety is fundamental to our business and is governed

by our Safe Product Framework. This framework includes assessing raw

materials, product design and development, and manufacturing processes, with

special consideration for vulnerable populations where relevant. Customer,

channel (including marketing) and regulatory risks (e.g. sugar taxes) are also

identified and managed through our enterprise risk processes.

268 Unilever Annual Report on Form 20-F 2024
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--- --- --- --- SOCIAL DISCLOSURES
---

The output of our 2024 DMA for our social impacts, risks and opportunities is included below:

OWN WORKFORCE AND WORKERS IN THE VALUE CHAIN

Material impact, risk or opportunity Description
Talent Risk<br><br>(OO) Unilever’s success depends on our ability to attract, develop and retain diverse talent, especially in<br><br>competitive emerging markets. It is crucial to maintain a skilled and adaptable workforce. Failure<br><br>to do so could make it more difficult to manage the business and could adversely affect operations<br><br>and financial results. We recognise the importance of cultivating a strong reputation for skills<br><br>development to help position Unilever as a top employer.
Capability building across our<br><br>value chain to improve livelihoods<br><br>† Positive Impact<br><br>(VC) Unilever supports people in our value chain, including smallholder farmers, to improve their<br><br>livelihoods. This includes building capability around employment practices and income<br><br>diversification.
Salient human rights issues
Bullying and harassment Negative Impact<br><br>(OO) (VC) Bullying and harassment are more likely to arise where there is an imbalance of power in a<br><br>relationship or where people are in a situation of vulnerability. In addition, this may happen where<br><br>the prevailing culture, context or law discriminates against certain groups. Bullying and<br><br>harassment may occur within our own operations and value chain, which could have a significant<br><br>negative impact on an individual’s physical and mental wellbeing, their families and the wider<br><br>community.
Discrimination Negative Impact<br><br>(OO) (VC) Discrimination is the absence of equality of opportunity and treatment, and occurs when a person<br><br>is treated differently on the basis of protected characteristics.1 Discrimination may occur in our<br><br>own operations and value chain. In workplaces, discrimination may occur in the processes leading<br><br>up to hiring and following termination of employment, as well as during employment. Along with<br><br>significant impacts on the individual, discrimination has wider social and economic consequences.
Forced labour Negative Impact<br><br>(OO) (VC) Forced labour is defined as ‘all work or service which is exacted from any person under the threat<br><br>of a penalty and for which the person has not offered himself or herself voluntarily’. While some<br><br>situations are immediately identifiable as forced labour (such as being forced to work through the<br><br>use of violence), others are more subtle (such as debt bondage, retention of identity papers or<br><br>involuntary overtime). Forced labour has significant physical, mental and economic impacts on<br><br>individuals and could occur in our own operations or value chain, in particular where workers<br><br>utilise the services of recruitment agencies to secure a job.
Fair wages2 and income Negative Impact<br><br>(OO) (VC) Without receiving a fair wage or income, people are unable to meet their basic needs. Providing<br><br>employees and workers in the value chain with fair wages or incomes, including payment of a<br><br>living wage, can have a significant impact on their livelihoods.
Working hours Negative Impact<br><br>(OO) (VC) The number of hours worked, the way in which they are organised, and the availability of rest<br><br>periods can significantly affect not only the quality of work, but also mental and physical health as<br><br>well as income. Workers in our own operations or our value chain may be impacted by longer<br><br>working hours. Workers in our value chain may be particularly impacted by longer working hours,<br><br>especially where wages are low and the work is performed on an informal or seasonal basis (such<br><br>as agriculture).
Health Negative Impact<br><br>(OO) (VC) Everyone has the right to a clean, healthy and sustainable environment. Negative impacts on<br><br>health may occur within our own operations, value chain and communities in which we operate,<br><br>including from poor health and safety processes and unsafe working conditions.
Freedom of association and<br><br>collective bargaining Negative Impact<br><br>(OO) (VC) All workers should be free to form or join a union of their choice, seek representation and<br><br>collectively bargain, all without the fear of intimidation, harassment or obtaining prior approvals.<br><br>Lack of freedom of association may occur within our own operations and value chain, particularly<br><br>where there are local laws restricting these rights.

1.Protected characteristics include race, age, role, gender, gender identity, colour, religion, country of origin, sexual orientation, marital status, dependents, disability, social class, political views

or any other class protected by law.

2.A fair wage or income supports an individual’s right to adequate living standards. Fair wages are determined using multiple dimensions, including consideration of the hours worked, the pay

OO  Own Operations

VC    Value Chain

†      Entity-Specific Disclosure

OO  Own Operations

VC    Value Chain

†      Entity-Specific Disclosure

systems used, the information workers receive in advance about their pay, and how this information is communicated. A living wage is the remuneration a worker receives for a standard

working week in a particular location, sufficient to afford a decent standard of living for the worker and their family.

Unilever Annual Report on Form 20-F 2024 269
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- SOCIAL DISCLOSURES
---

AFFECTED COMMUNITIES

Material impact, risk or opportunity Description
Salient human rights issues
Land rights, including Indigenous<br><br>rights Negative Impact<br><br>(OO) (VC) Land is a source of livelihood for many and is also linked with people’s identities, culture and<br><br>social status, which are protected by legal or customary rights. Communities connected to the<br><br>areas where we operate, source, and conduct business may be affected by land rights issues. Our<br><br>operations or our value chain actors could be associated with land transactions involving land<br><br>appropriation or insufficient consultations with rightsholders.

CONSUMERS AND END-USERS

Material impact, risk or opportunity Description
Safe products Risk<br><br>(OO) (VC) Unsafe products could result in financial loss as a result of:<br><br>■Product formulation and packaging not meeting Unilever's safety standards;<br><br>■Formulation ingredients and packaging being accidentally or maliciously contaminated,<br><br>compromising product integrity and potentially impacting the consumer; or<br><br>■Product labelling not aligning with laws and regulations, or lacking transparency, resulting in<br><br>consumers not having the relevant information to make decisions about our products or being<br><br>at risk of harm to their health.
Marketing to children Negative Impact<br><br>(VC) Inappropriate marketing to children can lead to children increasingly being exposed to  advertising<br><br>of foods high in sugar, fat or salt, particularly through children's widespread use of social media.<br><br>This may contribute to childhood obesity epidemic.
Nutritional product quality † Risk<br><br>(VC) Regulatory restrictions may be imposed on the sale and marketing of food products that do not<br><br>meet certain nutritional requirements. In many markets, consumers are also increasingly focused<br><br>on products that combine great taste and health with limited salt, sugar, saturated fats and<br><br>calories, as well as provide positive nutrition such as proteins, vitamins and minerals, fibre and<br><br>vegetables. While we are diversifying our product portfolio to respond to new demands and<br><br>increased restrictions, this could impact our revenue growth in the short term.
Product innovation as a response<br><br>to changing demand † Opportunity<br><br>(VC) Consumers are becoming more aware of sustainability issues and there is a growing demand for<br><br>sustainable products that do not compromise on performance or affordability. Unilever's Research<br><br>and Development function continues to focus on and innovate products that respond to these<br><br>challenges, which provides an opportunity to create a competitive advantage and revenue growth.

OO  Own Operations

VC    Value Chain

†        Entity-Specific Disclosure

270 Unilever Annual Report on Form 20-F 2024
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--- --- --- --- SOCIAL DISCLOSURES
---

APPROACH TO HUMAN RIGHTS

Our commitment to respect human rights extends across our operations and

value chain. Following the operational principles of the UNGPs, we seek to

identify, address and remediate potential and actual human rights impacts.

Our human rights due diligence considers where potential or actual impacts are

most severe, and encompasses a wide range of rightsholders including:

■Our employees and workers at our own sites, including factories, offices,

warehouses and research and development laboratories (own workforce).

■Workers employed by our business partners, including manufacturing

facilities, laboratories and refineries, as well as professional service providers

(value chain).

■Agricultural workers and smallholder farmers growing and harvesting crops as

ingredients in our products (value chain).

■Drivers and transport operators who ensure our products reach our customers

(value chain).

■Retail employees selling our products to customers (value chain).

■Individuals and communities that live in and around our own sites and those of

our business partners (affected communities).

■Those impacted by our brands and our products (consumers).

Human rights policies

Unilever’s Human Rights Policy Statement is a comprehensive framework

developed in line with the UNGPs, the International Bill of Human Rights,1 and

the principles concerning fundamental rights set out in the International Labour

Organization’s (ILO) Declaration on Fundamental Principles and Rights at Work.

We support the OECD Guidelines for Multinational Enterprises, which provide

voluntary principles and standards for responsible business conduct, including

employment and industrial relations and guidance on effective human rights due

diligence.

Our Human Rights Policy Statement outlines our approach to embedding respect

for human rights into how we operate and recognises the importance of

engagement with rightsholders, particularly those who may be at greater risk of

negative human rights impacts. This includes women, migrant workers, under-

represented communities and human rights defenders.

Own workforce

As detailed in our general information section on page 229, Unilever’s Code and

Code policies apply to all material sustainability matters, including Human Rights.

Our Respect, Dignity and Fair Treatment Code policy sets out how we will

respect employees’ human rights by:

■Recruiting, employing and promoting employees on the sole basis of the

qualifications and abilities needed for the work to be performed.

■Not engaging in any direct or indirect behaviour that could be construed as

harassment or bullying.

■Providing employees with a living wage, ensuring that they can meet their

everyday needs.

■Not using any form of forced, compulsory, trafficked or child labour.

■Respecting the dignity of the individual and the right of employees to freedom

of association and collective bargaining.

Our Occupational Health & Safety Code policy sets out our individual and shared

responsibilities for health and safety. Team leaders have overall operational

responsibility for health and safety and must:

■establish and maintain appropriate systems;

■identify and manage hazards and risks;

■report incidents in line with mandatory KPIs (incident reporting, process safety

incidents, fire incidents and safe travel); and

■ensure appropriate communications and training is provided to our own

workforce.

We expect all employees to take responsibility for their safety and those around

them by acting in accordance with the Code.

Value chain

Unilever’s business partners are required to follow a supplier code of conduct,

outlined in the Responsible Partner Policy (RPP). This includes meeting or

exceeding integrity and ethics, human rights and environment-related

requirements, and addressing any negative impacts that are identified. The

Human Rights Principles of the RPP are aligned with the relevant ILO

Conventions and include requirements that cover all of our salient human rights

issues, including forced labour (human trafficking), and child labour. The RPP

also requires that business partners have systems and processes in place to

ensure they are not at risk of breaching the RPP.

Business partners are mandated to cascade equivalent requirements within their

supply chain and carry out their own human rights due diligence. In addition to

the RPP, Unilever’s People & Nature Policy requires in-scope third parties to:

■Conduct human rights due diligence (HRDD) within their own operations and

supply chains.

■Develop and embed effective management systems to meet the requirements

of the RPP and People & Nature Policy.

■Demonstrate compliance with the policy’s principles through independent

verification.

Further information on the policies that apply to our business partners is included

in our Environmental policies section on page 232.

Affected communities

The RPP sets out our expectations of business partners regarding the rights and

title to the property and land of individuals and local communities, including

Indigenous peoples. Our People & Nature Policy outlines our recognition of

Indigenous peoples and local communities, and our support for open dialogue

and communication channels enabling all voices to be heard.

In 2023, we published our Principles in Support of Human Rights Defenders (HRDs),

acknowledging their important role, particularly those active in the communities where

we operate and source from. These principles recognise the vulnerability of HRDs to

potential and actual impacts and the need for safe and meaningful dialogue with

them.

Human rights governance

Our approach is to embed respect for human rights across our business by

implementing the UNGPs. Our human rights governance and policy

implementation is led from the top, overseen by our CEO and supported by the

ULE. The ULE is consulted on human rights issues where the severity of a

potential or actual impact is high, where a business-critical decision needs to be

taken, or where substantial financial investment may be required to address an

impact.

The Unilever Board of Directors oversees policies in relation to the Company’s

due diligence actions and considers inputs from various stakeholders. Additional

board-level oversight of the Responsible Partner Policy is provided by the

Corporate Responsibility Committee.

We continue to embed responsibility for our human rights commitment across all

parts of our business. Central business functions, including the Sustainability,

Procurement and Legal teams, provide guidance and support to respond to our

salient human rights issues. This includes capability building, as well as

identifying potential and actual human rights impacts, and creating action plans

to prevent, mitigate and remediate potential and actual impacts. We also

collaborate with business partners, peers, industry associations, civil society and

others to coordinate efforts and promote collective industry change.

Engaging on human rights impacts

Engagement with rightsholders and relevant stakeholders is an essential part of

our approach to identifying and assessing potential and actual human rights

impacts both within our own operations and our value chain. We engage with

stakeholders in a variety of ways, both directly and through credible proxies,

including conducting interviews with direct and third-party workers during site

audit processes and human rights impact assessments. Further information on

engagement with rightsholders is included on page 74.

We also use technology solutions, including mobile-hosted apps such as diginex

and Quizrr, to gather workers’ views, provide value chain workers with access to

learning materials, and help them become more aware of their rights. In addition,

we engage with rightsholders via grievance mechanisms to understand concerns

and issues and, where appropriate, provide remedy.

We work extensively with trade unions (IUF and IndustriAll), including through

joint working groups and formal consultations, as well as through the day-to-day

interactions that our leadership teams have with union representatives in the

workplace. The Memorandum of Understanding that we have with the IUF and

IndustriAll confirms our commitment to biannual meetings and communications

between meetings as required. These meetings are an engagement between

Unilever’s senior executives, industrial relations leaders and union

representatives, and allow us to address human and trade union rights arising

within our operations and set the tone for local management/trade union

relations.

1.Consisting of the Universal Declaration of Human Rights, the International Covenant on

Civil and Political Rights, and the International Covenant on Economic, Social and

Cultural Rights.

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Human rights due diligence

We apply a standard approach to human rights due diligence for all our

operations. In cases where issues of violence and conflict are identified, we carry

out heightened human rights due diligence. We have adopted elements of the

Voluntary Principles on Security and Human Rights and are signatories to the UN

Global Compact Business for Peace Initiative. We adhere to strict security

standards for our facilities and have performance measures in place to ensure

that our approach is appropriate for the situation. Where there is a risk of

Unilever causing, contributing to, or being linked to potential or actual impacts to

both people and conflict situations, we carry out heightened human rights due

diligence. This follows established internal processes to determine the most

appropriate course of action, including escalating recommendations to senior

leaders when required.

Where issues are identified at a business partner level, we engage with them to

create and implement corrective action plans and build their awareness and

capability on the relevant issue in line with the UNGPs. However, there are cases

where Unilever will cease sourcing from a business partner if they are unwilling

or unable to address the issue. In 2024, we developed internal guidelines for

responsible disengagement as a reference document that teams across the

business can use when making commercial decisions. The guidelines, which

align with the OECD Guidelines for Multinational Enterprises, includes tools that

ensure consideration is given to the potential impacts to people in our value

chains when considering exiting a country, region or sector.

Human rights due diligence is also integral to our mergers and acquisitions

process. During the pre-acquisition phase, we assess the robustness of policies,

processes and management systems to ensure respect for human rights both

within the entity’s operations and throughout its value chain. Post-acquisition, we

conduct onboarding processes that include developing a corrective action plan

with the new entity to address gaps identified during the pre-acquisition phase

and integrating the new entity into Unilever’s compliance systems.

Taking action to address potential and actual human

rights impacts

Unilever responds to identified negative human rights impacts with consideration

of several factors, including the location of the issue (own operations or value

chain) and our leverage. Our actions to address potential human rights impacts,

often carried out in partnership with peer companies and expert partners,

include:

■Embedding effective management systems across our own operations;

■Delivering training and capability building; and

■Participating in advocacy and multi-stakeholder collaborations to address root

causes and promote systemic change.

We have created a structured approach to addressing our salient human rights

issues through our framework on salient issues. The purpose of the framework is

to:

■Ensure our approach to each salient issue follows a similar model;

■Provide a global framework for each issue from which local approaches can

be adapted;

■Enable us to address issues in a consistent manner with consolidated

reporting;

■Define clearer articulation and coordination across issues and areas of

intervention;

■More easily prioritise action and resources; and

■Share clear impact assessment metrics and KPIs internally and measure/

report on progress.

For each issue identified, the framework captures who is impacted, how many

people are affected, the root cause of the issues, the vision and outcome we

want to deliver, and the targeted area of intervention.

Examples of actions taken in 2024 include:

■Partnering with an external provider to develop a programme aimed at

strengthening business partners’ human rights due diligence and improving

workers' access to their rights. The programme was launched in Thailand,

India, Mexico, and Brazil. We partnered with &Wider and 60 decibels to collect

baseline data so we can track improvements over time.

■Collaborating with other brand members of the AIM-Progress Responsible

Recruitment Working Group and human rights consultancy Embode to

continue executing the Ganapati Project. This included providing training and

advisory services to help suppliers manage and update recruitment practices

and improve communication channels.

■Partnering with Coca-Cola, the International Organization for Migration, and

diginex, supported by the Bonsucro Impact Fund, to gather insights from

sugarcane sector workers on their experiences and day-to-day work life.

Using this data, diginex aims to understand workers’ challenges and influence

policy development, helping to identify how factors such as gender, migration

status and other variables may influence their potential exploitation.

Monitoring actions relating to human rights

We publish regular updates on our actions to manage potential and actual

human rights impacts through our website, Unilever.com. Additionally, we publish

business partner audit reports to track the progress of our value chain monitoring

activities.

We take steps to monitor the effectiveness of our policies in embedding respect

for human rights both within our own operations and across our value chain. This

is managed through a number of programmes and committees, including the

Global Code and Policy Committee for our own operations, and the Procurement

Business Integrity Committee for our supply chain.

We have established a human rights impact measurement framework to

consistently report on the impact of our work and the effectiveness of our human

rights due diligence approach. We are also an active member of the AIM-

Progress Impact Measurement Working Group, with the goal of aligning on

common impact KPIs to simplify reporting and reduce the burden on suppliers for

data collection. Data will be published regularly through our human rights

reporting to show progress against these impact measures.

Modern slavery

To meet the requirements of the Modern Slavery Act 2015, we publish our

Modern Slavery Statement annually, which is approved by the Board. This

statement explains the steps taken to prevent, detect and respond to modern

slavery impacts in our business and value chain. We take a multidimensional

approach to identifying and understanding potential and actual forced labour

impacts considering several sources, including: external risk indicators calculated

by Verisk Maplecroft based on country-level analysis of forced labour risk;

insights from teams in local markets; supplier self-assessments through our

Responsible Sourcing Programme; and from carrying out heightened human

rights due diligence where appropriate. In 2024, our work was mainly focused in

Malaysia and Thailand, in addition to continuing projects in India and Indonesia.

We also began developing action plans for Saudi Arabia and the United Arab

Emirates, which we are implementing in 2025.

We disclose data about audit findings concerning potential and actual modern

slavery and forced labour impacts at our business partners’ sites in our annual

Modern Slavery Statement. Additionally, we publish audit findings related to

indicators of child labour identified at Business Partner sites in our Responsible

Partner Policy audit update. This is discussed further on page 280 in the Workers

in the Value Chain section.

Metrics relating to severe human rights incidents in our own operations, including

incidents of forced labour, are included in our Own Workforce disclosures on

page 278.

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Own Workforce

IMPACT, RISK AND OPPORTUNITY MANAGEMENT

Our material Social impacts, risks and opportunities resulting from the double

materiality assessment (DMA) and the process by which these were identified

are detailed on page 267.

Policies

Unilever’s Code and Code Policies set out the global standards of behaviour that

we expect all employees to adhere to. They emphasise our belief in a workplace

where there is mutual trust and respect for human rights and include specific

non-retaliation policies for anyone who raises concerns or alleged breaches of

the Code. We cover this in more detail in our Governance disclosures on page

287.

The Code Policies also detail how we manage our material IROs. In particular,

the Respect, Dignity and Fair Treatment, and Occupational Health and Safety

Code policies set out how we respect our employees and their responsibilities

towards each other. Further information is available in the Human Rights policies

section on page 270.

Non-employees (excluding contractors covered under the Code) are required to

adhere to Unilever's Responsible Partnership Policy (RPP).

Engaging with own workforce and workforce

representatives

Engaging with our own workforce

Unilever is committed to proactively engaging with our employees globally. We

recognise that our people have first-hand knowledge of our business, as well as

direct contact with our stakeholders. As a result, our people are well positioned to

give valuable insights and feedback on all elements of our business, including

identifying impacts on the workforce, and business risks and opportunities.

As set out in the Board's Workforce Engagement Policy, we strive to ensure

engagement with our people is strategic and meaningful. This means workforce

engagement activities:

■are planned in advance for the year to align with the agenda for Board

meetings;

■cover our entire workforce demographic in terms of geography, Business

Group, function, length of service, diversity and work level/seniority;

■provide opportunities for employees to engage directly with senior leaders,

including our Non-Executive Directors;

■use a variety of methods, including face-to-face sessions, employee

representatives, surveys and town hall meetings;

■focus on Unilever’s strategic priorities and associated policies

(i.e. sustainability, living wage, flexible employment models, skills training and

diversity goals); and

■provide an opportunity for our people to raise matters that are relevant to

them.

The ULE and the Board actively participate in workforce engagement sessions,

listening to employees and discussing focus topics. In 2024, Non-Executive

Directors participated in six workforce engagement events covering a wide range

of topics, including reward and performance culture, inclusion, sustainability, and

Unilever as an employer of choice. In addition, around 50 employee events were

led by the CEO and Unilever Leadership Executive (ULE), as well as by business

unit, regional or functional leaders. These included regular interactive global

‘town hall’ sessions with our CEO and ULE members, in which our senior leaders

inform our employees about our Growth Action Plan and our progress during the

year, and answer questions on issues of concern to our workforce, such as the

productivity programme. Leaders also make periodic in-person visits to our sites

around the world to meet with our people and seek their feedback. At a market

level, we hold regular local leader-led virtual town hall meetings to engage with

employees on relevant topics and issues.

Our annual UniVoice survey is a key tool to understand employee sentiment. It

covers a broad range of topics including engagement, leadership, line

management, business integrity, growth mindset, purpose and inspiration,

wellbeing, career development and learning, operational effectiveness, and

diversity and inclusion. Almost 100,000 employees took part in our UniVoice

survey in 2024 (75% engagement in offices and 83% in factories). We publish

highlights of the UniVoice survey in our Annual Report, and leaders within the

business are responsible for taking follow-up actions. We also undertake a more

frequent interim ‘UniPulse’ survey, allowing more focused enquiry around key

themes, such as the ongoing productivity programme.

Engaging with workers’ representatives

As set out in our approach to human rights on page 270, we work extensively

with trade unions through joint working groups and formal consultations.

We have both formal and informal consultations with unions and works councils,

in addition to the day-to-day interactions our leadership teams have with union

representatives in our factories. During 2024, the main topics of discussion with

our employee representatives, including with the Unilever European Works

Council, have been focused on the company’s Growth Action Plan, embedding

the performance edge to our culture, and the planning and preparation for the

separation of our Ice Cream business, as well as wider restructuring to achieve

productivity gains. There have also been specific consultations on some changes

to the European factory network and the divestment of Elida Beauty.

Effectiveness of engagement

We regularly report workforce engagement activities at Board meetings to ensure

feedback is factored into decision-making where appropriate. This includes the

completion rate and outcomes of key engagement surveys, how such

engagement informs the decisions it takes, and informal feedback from

employees on the effectiveness of engagement sessions. A summary of

Unilever’s workforce engagement activities for 2024 is set out in our Governance

Report on page 72.

Processes to remediate impacts and channels to

raise concerns

Unilever’s Speak Up processes and remediation mechanisms are detailed in our

Governance section on page 288. This includes the channels for our own

workforce to raise concerns, the investigation and resolution processes in place,

as well as non-retaliation policies. In addition to the Speak Up channels, we have

established formal processes globally to handle HR grievances relating to a

variety of workplace concerns. All material issues are channelled through the

Speak Up process and tracked to closure. Any HR grievances that are not

escalated through the Speak Up channels, i.e. not a breach of the Code and

Code policies, are not considered in scope for this disclosure.

Information regarding our approach to identifying and remediating actual or

potential human rights impacts is included on page 271.

Managing impacts and risks related to own workforce

Talent

We are the FMCG employer of choice for graduates and early career talent in

nine of our 19 biggest markets, as well as having the highest number of followers

on LinkedIn for our industry by the end of 2024. This ability to attract, develop

and retain a diverse range of skilled people is critical in the delivery of our

strategy and failure to do so could impact the continued success and growth of

our business. To maintain this talent pipeline and our reputation as an employer

of choice, we believe it is critical for Unilever to continue focusing on the area

outlined below.

Building an inclusive and diverse workforce

Our goal is to foster an inclusive workplace culture that unlocks the potential of

diverse teams to deliver high performance. To advance this goal among our

people, we are:

■building a workforce that represents the communities we serve;

■designing policies, processes and practices such as our Framework for Fair

Compensation policy; and

■creating a culture where everyone belongs.

In 2024, our efforts have focused on three key areas:

■Advancing our diversity and inclusion practices: We have developed

compelling engagement to celebrate International Awareness Days that

support Unilever’s culture and enable us to continue to build core diversity and

inclusion capabilities. We continue to build employee networks across markets

and functions to enable effective collaboration internationally, such as proUd.

■Focus on women representation at senior levels: Our talent commitment is

always ensuring we have the best talent for the role. We continue our focus on

increasing women’s representation at senior leadership levels through having

a balanced slate of candidates in our appointments process as called out in

our Talent Appointment Principles.

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■Commitment to complying to our core regulatory obligations: We are building

on our core regulatory reporting in this area through key external indices, such

as the Parker Review and FTSE Women Leaders Review, under which we

disclose the number of the Board, ULE and ULE direct reports who identify as

ethnic minorities.

Employee wellbeing

We support our employees’ purposeful, physical, mental and emotional wellbeing

through a variety of programmes. A localised network of trained Mental Health

Champion volunteers is in place and all employees have access to a confidential

Employee Assistance Programme. We consider flexible working to be another

lever to improve the health and wellbeing of our workforce while managing

business demands. Our approach is a combination of global and local initiatives,

supported by local flexible working policies that embed geography-specific

legislation and cultural working styles.

Examples of wellbeing initiatives we run to support employees are:

■Psychological safety training: We consider psychological safety to be a key

enabler in dialling up a performance culture and a fundamental driver of

wellbeing. We developed training for line managers to build awareness of

psychological safety. In 2024, over 2,500 line managers and 1,900 employees

completed the training. Our psychological safety score remains steady at a

healthy 79% favourability in our annual UniVoice employee survey.

■Healthier U programme: Our global health programme supports our employees’

whole-person health and wellbeing. This data-driven approach offers tailored

interventions and activities aimed at building healthy habits to support employees

in addressing health risks. To date, Healthier U has reached over 50,000

employees across 56 countries.

■Hybrid working: In 2023, we launched our Intentionally Hybrid programme,

which translates the core principles of trust, flexibility, moments that matter

and performance into actions that ensure effective hybrid working, benefiting

both Unilever and its employees. Through this programme, we provide

guidelines and toolkits to help teams agree effective hybrid ways of working

and be intentional about flexible work patterns.

■U-Work: The U-Work model offers flexible employment arrangements, giving

employees the freedom associated with contract roles while still providing the

security and benefits typically linked to permanent roles. This allows us to

access a pool of skilled people familiar with Unilever without the hidden costs

that often come with finding freelance workers. The U-Work model has now

been launched in ten countries, and we plan to expand it during 2025, as well

as introducing other new employment models to meet different needs.

Competitive reward

To attract and retain skilled people, Unilever offers competitive reward packages.

Annually, we conduct a total reward benchmarking exercise in the countries

where we operate. This process involves reviewing our pay and benefits against

external peer groups, primarily consisting of other FMCG, as well as industries

from which we aim to attract talent, such as technology and pharmaceuticals.

This helps to ensure our reward packages remain competitive against the market

for pay, benefits, short-term incentives (annual bonus) and long-term

incentives (share plans).

Learning

Unilever’s strategy relies on a skilled workforce, making continuous upskilling

and reskilling essential for business success and talent risk mitigation. In 2024,

we have continued to focus on developing critical business skills to manage risks

and build a strong talent pipeline, including:

■Customer Strategy & Planning (CSP): Through the CSP Accelerator,

we identified four key skills to better enable CSP teams to succeed – digital

commerce, commercial strategy, data literacy and category growth

management. Upskilling of the CSP teams was provided through a global CSP

knowledge programme. Additionally, top CSP leaders underwent individual

assessments to create personalised development plans based on skills,

performance, experience and leadership. Informed by the collective results of

these assessments, we established the CSP Nexus programme to address

common skill gaps and provide a leadership forum to enable global CSP

leaders to connect and learn from each other.

■For office-based teams, we continued to develop stronger data sets on

employee skills (our ‘skills signal’) by inferring skill levels through successful

completion of flagship learning programmes, skills development discussions

during quarterly check-ins with line managers, and regularly updating skills

profiles. This data helps identify suitable opportunities, shape development

plans, and future-proof the employability of our people.

■To strengthen leadership, we launched two new Accelerator Programmes: the

work level (WL) 2C Accelerator for those with potential to step into WL3 roles

and the General Manager (GM) Accelerator for leaders with potential for

a GM role within the next 18 months. We launched our WL3 coaching

programme, with over 1,600 directors completing a six-month coaching

programme since it started. Our flagship WL4+ programme has engaged 180

leaders since 2019, incorporating real-world business challenges and market

visits to enhance leadership skills

■AI and data skills: In 2024, we invested significantly in AI and data skills, with

nearly 20,000 employees engaging with AI learning programmes.

Bullying and harassment, discrimination, forced labour and

working hours

Unilever's Respect, Dignity and Fair Treatment Code policy sets out our

commitments in relation to bullying and harassment, discrimination, forced labour

and working hours. Any allegations of breaches regarding these commitments

would be treated as a Code breach.

As described in our Governance disclosures, we conduct annual mandatory

Code training for all employees. This regularly includes training on how to

recognise bullying and harassment, discrimination, forced labour and working

hours breaches. We have further mandatory training (such as sexual harassment

training) in a number of countries in which we operate, in response to regulatory

requirements. Training is also made available to employees on subjects such as

how to recognise forced labour, our working hours policy, gender diversity,

unconscious bias, and race and ethnicity inclusion. This is delivered through

various mechanisms, including cross-function ‘learning hours’ and our Degreed

global learning platform.

Fair wages and income

Unilever’s Respect, Dignity and Fair Treatment Code policy codifies that all

employees should be paid a fair wage. In 2016, Unilever committed to pay a

living wage to employees by 2020. By the end of 2020, all direct employees i.e.

those on our global HR system, were paid at or above a certified living wage

level. In 2021, we were awarded our first global accreditation as a living wage

employer from the Fair Wage Network, achieved again in 2024.

To maintain this standard, Unilever annually reviews direct employees’ pay and

benefits against a certified independent living wage calculation. If any employees

are found to be below the living wage, we review and work with local leaders to

correct this. Additionally, Unilever continuously evolves its policies and practices

to promote living wages within the broader business environment.

The Unilever Framework for Fair Compensation 2022, governed by the Chief

People Officer, outlines the company’s position on wages for direct employees

globally. It includes principles such as fair and liveable compensation, market-

based compensation, and non-discrimination in compensation. This framework is

publicly available and applied through various compensation policies and

procedures in the countries where we operate.

We also provide training opportunities through platforms like Degreed to help

employees understand the company’s approach to the living wage, why it is

important and how it is implemented within Unilever.

Health

Unilever is committed to providing healthy and safe working conditions for all its

global employees. Health and safety is a key part of our Code and integral to our

way of working. It is deeply embedded in our culture, governance and operating

structures, with accountability at all levels. In our own operations, we aim for

Zero Harm, which underpins everything we do as a business.

Safety standards and communications

Unilever is committed to continuously improving health and safety performance,

with strong safety leadership being key. In 2024, our Together for Safety

programme continued, inviting our CEO and top leaders to visit our

manufacturing sites with a specific focus on safety. These visits demonstrate our

leadership’s commitment to safety and encourage people to speak up about

unsafe behaviour.

Our ‘Safety First’ culture is embedded through activities like our annual Safety Day,

the Safety Moments programme (building safety into our employees’ day-to-day work

lives), and our annual Global Safety Awards, which celebrate the outstanding work of

our teams across the world. The 2024 Safety Day campaign focused on our safety on

the road and raised awareness for how being tired, in a rush or frustrated impacts our

safety. The campaign reached over 83,000 employees via our internal

communications platform, with approximately 72,000 employees reached through the

CEO’s Safety Day video. In line with our ambition to have impact beyond our borders,

we promoted our safety values on LinkedIn.

Compliance with all applicable legislation and regulations is a mandatory

minimum, with our safety standards aligning with obligations set out in the

international standard for occupational health and safety management, ISO

  1. Safety in our manufacturing sites is critical for us and therefore our safety

guidance is built into our Unilever Manufacturing System. Manufacturing sites

develop individual plans that drive improvements based on their particular risk

profile, such as hazardous substances, and electrical or mechanical risks.

Following any incident or the identification of a hazard or risk, follow-up

communications, lessons learned, and training are also shared with our

employees and third parties.

Freedom of association and collective bargaining

As set out in our approach to human rights section on page 270, our Code

reflects our commitments with regard to freedom of association and collective

bargaining and, in practice, we work extensively with trade unions, through joint

working groups and formal consultations, on a multitude of different topics that

impact our employees. Any allegation of a breach of our commitment in this area

would be dealt with as a Code breach.

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METRICS AND TARGETS

For metrics relating to our own workforce, employee data captured in the global

HR system is extracted as at 31 December 2024. Additional data points

(headcount data for approximately 5% of employees plus manual data points)

have been collected as at 31 October 2024; any significant changes to 31

December 2024 are reviewed.

Targets

No formal targets have been defined for our own workforce with respect to the

impacts, risks and opportunities identified in our sustainability statement. Instead,

Unilever measures progress against our actions through a series of internal

measures, including the use of oversight committees such as the Corporate

Responsibility Committee, Audit Committee, the ULE, and the Global Code and

Policy Committee which has visibility of Code breaches. Progress is also

assessed through our UniVoice scores in areas such as diversity and inclusion,

safety and wellbeing (see Engaging with our own workforce). Where relevant,

progress against our actions has been included in the sections above.

Characteristics of the undertaking’s employees

Employee headcount by geography, gender and type

All Unilever employees are categorised into the following types, applying the following definitions in the absence of national law or practice:<br><br>■Permanent employee: A full-time or part-time employee who works for and is paid directly by Unilever without a set end date of employment.<br><br>■Temporary employee: An employee who works for and is paid directly by Unilever for a defined period, i.e. is on the payroll. This includes temporary and fixed-<br><br>term workers, interns, apprentices, and seasonal or casual employees.<br><br>■Non-guaranteed hours employee: Those employed without a guarantee of a minimum or fixed number of working hours. Examples may include casual<br><br>employees, those with zero-hour contracts, and on-call employees.<br><br>The total number of Unilever employees is classified using the year-end headcount by:<br><br>■Employee type: recorded as of the hire date or when there is a change in type.<br><br>■Gender: based on official identification or self-assignment. ‘Not reported’ includes those categorised as ’Other’, ‘Unspecified’ or ‘Prefer not to say’.<br><br>The total headcount per country is compared to the total headcount of Unilever employees to identify any countries of significant employment (>50 employees that<br><br>represent more than 10% of headcount).

As at 31 December 2024, Unilever had 120,040 employees by headcount. The tables below show the breakdown of Unilever’s employees by geography, gender and

employee type.

Employee headcount by geography 2024
Asia Pacific Africa 58,026
The Americas 37,304
Europe 24,710
Total Headcount(a) 120,040

(a)Please refer to note 4 of the Financial Statements on page 149 for equivalent headcount data.

Employee headcount by gender and type Female Male Not reported 2024
Permanent 42,513 73,418 33 115,964
Temporary 1,675 2,063 164 3,902
Non-guaranteed hours 125 49 0 174
Total Headcount 44,313 75,530 197 120,040

The only country of significant employment (>10%) is India, which has a total of 20,363 employees.

Total employee turnover

| Employee start and exit dates are based on employment dates. Temporary employees (those working for a defined period) are excluded as they have come to the<br><br>end of their contract rather than leaving voluntarily or due to dismissal, retirement, or death in service.<br><br>Average headcount is calculated as the sum of weighted monthly headcount from December of the previous reporting period to December of the current reporting<br><br>period, with the following weighting:<br><br>■January to November 2024: Weighting of 1<br><br>■December 2023 and December 2024: Weighting of 0.5<br><br>Employee turnover rate is calculated as a percentage of the number of Unilever employees who have left in the reporting period over the average headcount. | | --- || Employee turnover | 2024 | | --- | --- | | Total turnover of employees in year (headcount) | 17,334 | | Rate of employee turnover (%) | 14.5% | | Unilever Annual Report on Form 20-F 2024 | 275 | | --- | --- | | STRATEGIC REPORT | CORPORATE GOVERNANCE | FINANCIAL STATEMENTS | SUSTAINABILITY STATEMENTS | | --- | --- | --- | --- || SOCIAL DISCLOSURES | | --- |

Collective bargaining coverage and social dialogue

| Unilever does not have any EEA countries that meet the criteria of significant employment. Therefore we do not report (i) collective bargaining by region within the<br><br>EEA, or (ii) in relation to social dialogue, the percentage of employees covered at the establishment level by workers' representatives by country. | | --- || Employees covered by collective bargaining agreements | 2024 | | --- | --- | | Total percentage of employees covered by collective bargaining agreements | 54.6% |

Percentage of Unilever employees covered by collective bargaining agreements by region

Collective bargaining coverage rate Number of non-EEA countries Non-EEA countries
0-19% 39 Azerbaijan, Cambodia, China, Costa Rica, Cuba, Djibouti, Dominican Republic,<br><br>Ecuador, Egypt, El Salvador, Ethiopia, Guatemala, Honduras, Iran, Jordan,<br><br>Kazakhstan, Republic of Korea, Kuwait, Lao, Lebanon, Malaysia, Myanmar, New<br><br>Zealand, Nicaragua, Panama, Paraguay, Peru, Puerto Rico, Qatar, Saudi Arabia,<br><br>Serbia, Singapore, Trinidad and Tobago, Uganda, Ukraine, United Arab Emirates,<br><br>United States of America, Uruguay, Zimbabwe
20-39% 7 Colombia, Ghana, Philippines, South Africa, Tunisia, Turkey, United Kingdom
40-59% 12 Algeria, Australia, Bolivia, Canada, Chile, Côte d'Ivoire, India, Kenya, Mexico,<br><br>Morocco, Pakistan, Venezuela
60-79% 7 Bangladesh, Israel, Japan, Nepal, Nigeria, Sri Lanka, Switzerland
80-100% 5 Argentina, Brazil, Indonesia, Thailand, Vietnam

Unilever confirms that it has agreements in place with its employees for representation by a European Works Council (EWC).

Diversity metrics

Top management level: Unilever Leadership Executive (ULE) and employees in senior management roles one level below ULE.<br><br>Age: age is determined by the employee's date of birth, based on official identification.

The tables below show the gender distribution in terms of number and percentage at the top management level and the diversity of employees by age group.

Gender distribution of top management Female Male Not reported 2024 Total
Top management level headcount(a) 35 74 0 109
Percentage 32% 68% 0% 100%

(a)Unilever Leadership Executive (Female: 4, Male: 9) and Senior Management (Female: 31, Male: 65). Refer to Employee Diversity table on page 50.

Diversity of employees by age group 2024 Percentage
<30 21,635 18%
30–50 78,113 65%
>50 19,970 17%
Unknown(a) 322 0%
Total Headcount 120,040 100%

(a)Anyone for whom we do not have an age or date of birth, e.g. for short-term employees.

Adequate wages

Adequate wage is defined as a wage that provides for the satisfaction of the needs of the employee and their family in the light of national economic and social<br><br>conditions. This is either the applicable legal living or legal minimum wage, the minimum wage set by applicable collective bargaining agreements, or where neither<br><br>exists, either an appropriate alternative adequate wage benchmark (as set out in AR73) or the voluntary living wage.<br><br>For all countries, where not specified, ‘wage’ refers to the gross wage, excluding variable components such as overtime and incentive pay, and excluding<br><br>allowances unless they are guaranteed.<br><br>For non-EEA countries, we have not considered any official norms in determining the adequate wage level due to the lack of guidance in the ESRS around the<br><br>correct interpretation of this term. For EEA countries, we have applied the ESRS definitions.

As at 31 December 2024, 100% of Unilever employees were paid an adequate wage.

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Social protection

If one or more Unilever employees in a country are not covered by social protection against loss of income for one or more of the specified major life events, we<br><br>disclose the countries to which this applies, the types of Unilever employees not covered, and the major life events not covered. Major life events include sickness,<br><br>unemployment, employment injury and acquired disability, parental leave, and retirement (either by company or public programmes).

As at 31 December 2024, all Unilever employees are covered by social protection against loss of income due to one or more major life events, through public

programmes or through benefits offered by Unilever. However, due to different legal systems and employment laws, the employee groups covered by social

protection for the different major life events vary across the nearly 100 countries in which Unilever has employees.

The tables below set out, for each type of specified major life event, in which countries employees do not have social protection and, for each of those countries, the

types of employees who do not have such protection.

Sickness

Country Type of employees not covered by protection
None n/a

Unemployment

Country Type of employees not covered by protection
Bahrain All employees
Egypt Temporary/fixed-term employees
India Office-based employees and any manufacturing employees not meeting the requirements for protection under the Industrial<br><br>Disputes Act or a voluntary retirement scheme
Kuwait All employees
Oman All employees
Qatar All employees
Singapore Temporary/fixed-term employees and employees of Paula’s Choice
Tunisia Temporary/fixed-term employees

Employment injury and acquired disability

Country Type of employees not covered by protection
None n/a

Parental leave

Country Type of employees not covered by protection
United States of America Employees of Dermalogica USA - employees who have not worked at least 30 hours per week in the year preceding leave.<br><br>Other employees - Non-birthing parents working less than 20 hours a week and not eligible for parental leave under federal,<br><br>state or local law.

Retirement

Country Type of employees not covered by protection
None n/a
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Health and safety metrics

Work-related injury is defined as any personal injury or disease resulting from a single instantaneous exposure due to an unexpected or unplanned occurrence,<br><br>which is found to have occurred in a work environment and to be work-related (either caused or contributed). Based on Unilever’s definitions, an incident resulting in<br><br>injury is often referred to as an ’accident’. Unilever does not refer to incidents resulting in ill health as an ’accident’.<br><br>Work-related ill health (as a result of a work-related incident) is defined as a disease, abnormal condition or disorder contracted as a result of an exposure over a<br><br>period of time to risk factors arising from the work environment and work exposures. Work-related illnesses require exposure over time and cannot be the result of a<br><br>single exposure.<br><br>Fatality is defined as death as a result of work-related injury or work-related ill health, suffered by Unilever’s own workforce while they are on duty, both on-site and<br><br>off-site on Unilever business or other workers (also referred to as value chain workers), while working on Unilever sites.<br><br>Days lost is defined as the number of days lost to employee absence related to injuries and fatalities across all Unilever sites, counted on a calendar-day basis, i.e.<br><br>weekends and public holidays are counted as lost days, and where the first full day and last day of absence are included. Days lost on account of ’work-related ill-<br><br>health’ are excluded from this metric.

Unilever's health and safety management system applies to all of our own workforce. In the first year of reporting, Unilever is applying a partial phase in of these

metrics as allowed by the ESRS and is not disclosing the number of cases of recordable work-related ill health.

Fatalities

In 2024, there were no fatalities in Unilever's own workforce as a result of work-related injuries or work-related ill-health, or of other workers while working on Unilever sites. In

2023, there were no fatalities in Unilever's own workforce, however a value chain worker sadly passed away while working at one of our factories. We performed a full

investigation and applied the lessons learned to sites worldwide to prevent a similar reoccurrence.

Work-related accidents

Own workforce worker type 2024 Number of work-<br><br>related accidents 2024 Total Recordable<br><br>Frequency Rate<br><br>(TRFR)(a)
Employees 152 0.58
Non-employees 13 0.35
Total 165 0.55(b)

(a)Rate of recordable work-related accidents per 1 million worked hours.

(b)2023: 0.58.

Days lost

Worker type Number of days lost in<br><br>2024
Employees 2,946

Remuneration metrics

Gender pay gap

| Gross hourly pay per employee is calculated, where applicable, as the sum of gross annual salary and gross annual benefits divided by annual hours (52 * weekly<br><br>hours). Male and female mean gross hourly pay is calculated as the total gross hourly pay for all male or female Unilever employees divided by the total number of<br><br>male or female Unilever employees. | | --- || | 2024 | | --- | --- | | Gender pay gap (%) | -49% |

This table shows that the average (mean) pay level is 49% higher for female employees than male employees. The scale of the difference between the male and

female pay is strongly influenced by the prevalence within the business of male manufacturing workers, who are typically on lower pay grades than many office-based

workers, and often in countries where pay levels overall are lower. 63% of our workforce are men, which reflects that men continue to fulfil a high proportion of

manufacturing roles within the company. Among our female employees, a higher proportion are in professional roles at higher pay grades, meaning that women earn

more on average, than men.

Total remuneration ratio

| Unilever considers the ESRS definition of pay to be equivalent to total annual remuneration. The median employee total annual remuneration for all Unilever<br><br>employees (excluding the highest-paid individual) is identified as the employee with total annual remuneration in the middle of the full list of employees by total<br><br>annual remuneration.<br><br>Non-equity incentive plan compensation and non-qualified deferred compensation earnings are not applicable to Unilever. | | --- || | 2024 | | --- | --- | | Total remuneration ratio | 225.7:1 |

As at 31st December 2024, the highest-paid individual (former CEO Hein Schumacher) was paid more than 225 times the median of all employees. This number is

driven by several factors:

  1. A high proportion of our employees work in manufacturing roles which are towards the lower end of our pay scale – this reduces the median annual total

remuneration of our employees.

  1. As we are a global organisation covering nearly 100 countries, with a strong emerging market footprint, we see a wide range in our pay levels across countries. In

2024, our highest-paid individual is based in the UK (a higher-paying country). In comparison, a significant proportion of our other employees are located in countries

with lower absolute salaries, such as Argentina, Brazil, China, India, Indonesia and Mexico. Note that salaries in these countries are not necessarily lower relative to

the local cost of living.

  1. The former CEOs long-term incentive package included shares that had not vested during the reporting period (given he joined Unilever in July 2023). However, as

shares do form part of the CEO's long-term incentive package, we expect to see the ratio change next year when the highest paid employee will have shares already

vesting.

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Incidents, complaints and severe human rights impacts and incidents

Complaints

| Complaints are defined as matters relating to working conditions, equal treatment and opportunities for all, or other work-related rights that are reported,<br><br>investigated and closed potential breaches to the Code of Business Principles, breaches to the Responsible Partner Policy, or complaints about a Unilever company<br><br>raised to the National Contact Points (NCP) for OECD Multinational Enterprises. NCP complaints are reviewed to identify whether they pertain to work-related<br><br>human rights. Substantiation is determined through review by the relevant Unilever Business Integrity Officer and/or Responsible Business Manager and the<br><br>management of the Third-Party Service Provider, where applicable.<br><br>Exclusions: Substantiated incidents of discrimination, including harassment. | | --- || | 2024 | | --- | --- | | Total number of complaints closed(a)(b)(c)(d)(e) | 652 |

(a)The total number of complaints raised in 2024 was 619.

(b)The number of complaints closed in 2023 was 235, and the total number of incidents and complaints closed in 2024 was 417.

(c)The number of substantiated complaints in 2024 was 193.

(d)The number of unsubstantiated complaints, including discrimination and harassment, was 459.

(e)There have been no fines, penalties, or compensation for damages recorded as a result of the complaints disclosed above.

Incidents of discrimination, including harassment

| An incident is a legal action or complaint registered with Unilever or competent authorities through a formal process, or an instance of non-compliance identified by<br><br>Unilever through established procedures. Established procedures to identify instances of non-compliance can include audits, formal monitoring programs, or<br><br>grievance mechanisms.<br><br>Incidents of discrimination, including harassment, are defined by Unilever as matters that are either substantiated (i.e. sufficient evidence to determine an incident<br><br>has occurred) Discrimination and Harassment Code of Business Principles Cases; or substantiated Discrimination and Harassment Responsible Partner Cases as<br><br>pertaining to non-employees. | | --- || | 2024 | | --- | --- | | Incidents of discrimination, including harassment(a)(b) | 74 |

(a)As at 31 December 2024, 16 matters were under investigation, which may be determined as incidents of discrimination and harassment.

(b)There have been no fines, penalties, or compensation for damages recorded as a result of the incidents disclosed above.

Severe human rights incidents

| Severe human rights incidents are issues, with respect to forced labour, human trafficking or child labour, and the facts of the incident are not disputed by Unilever.<br><br>A matter will be considered an incident if there is a related legal action, substantiated breach of Unilever’s Code of Business Principles, NCP complaints, finding<br><br>from a third-party audit of a Unilever manufacturing site, or a serious allegation in public reports or the media. In determining these incidents, Unilever considers, in<br><br>particular, any human rights impacts experienced by rightsholders.<br><br>Given the nature of severe human rights incidents, any identified incident is considered to be a case of non-respect of the UN Guiding Principles on Business and<br><br>Human Rights, ILO Declaration on Fundamental Principles and Rights at Work, or OECD Guidelines for Multinational Enterprises. | | --- || | 2024 | | --- | --- | | Total number of severe human rights incidents connected to our own workforce(a)(b) | 0 | | Those incidents that are cases of non-respect of the UN Guiding Principles on Business and Human Rights, ILO Declaration on<br><br>Fundamental Principles and Rights at Work, or OECD Guidelines for Multinational Enterprises | 0 |

(a)As at 31 December 2024, three issues were under investigation, which may be determined as severe human rights incidents connected to our own workforce.

(b)There have been no fines, penalties, or compensation for damages recorded as a result.

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Workers in the Value Chain

The focus of this disclosure is the workers of our business partners,

i.e. individuals performing work upstream or downstream within Unilever’s value

chain, regardless of the existence or nature of any contractual relationship with

Unilever. This includes all workers within the value chain who may be materially

impacted by Unilever or its business partners, and their actions.

Examples of workers in Unilever’s value chain are:

■Smallholder farmers who grow the ingredients we use in our products.

■Employees of enterprises in our retail value chain who sell our products.

■Employees of suppliers that provide services such as logistics, marketing and

professional services to Unilever.

IMPACT, RISK AND OPPORTUNITY MANAGEMENT

Our material Social impacts, risks and opportunities resulting from the double

materiality assessment (DMA) and the process by which these were identified

are detailed on page 267.

Policies

The requirements for our business partners are set out in a supplier code of

conduct, Unilever’s Responsible Partner Policy (RPP). The scope of the RPP is

explained in the Environmental policies on page 232, and how the policy

addresses our approach to human rights is set out on page 270.

Engaging with value chain workers

We require business partners to declare their compliance with the RPP upon

registration and annual re-registration to our systems based on self-

assessments, including routine due diligence and risk-based audits. This process

helps us identify approved partners for the products and services we procure,

while also assessing risks based on the goods or services sourced and the

geographies in which our partners operate. Information from the self-

assessments helps determine which business partners require external auditing

and specific engagement. For high-risk sites, either a site audit or an EcoVadis

desktop assessment verifies compliance with the RPP.

We conduct supply chain mapping to identify sourcing areas and suppliers that

may increase risk within our supply chain. We use tools to perform risk analysis

at both country and commodity levels to better understand potential impacts on

value chain workers. This data helps predict where impacts are more likely to

occur and determine where additional checks, such as desktop or on-the-ground

audits, are required.

Technology is a key enabler for improving visibility of our value chain and

identifying potential impacts, particularly for vulnerable groups at higher risk of

discrimination, harassment and exploitation, such as women and migrant

workers. In July 2023, we began a collaborative project funded by the leading

global sustainability platform and standard for sugarcane, Bonsucro. This project

aims to utilise apps and learning platforms made available on mobile devices to

engage with rightsholders and gather their views.

We also use tools like diginexAPPRISE, which allows workers to anonymously

raise concerns, particularly those difficult to identify through traditional audits,

such as forced labour and gender-based violence. Quizrr is used to enhance

managers’ understanding of these issues and the necessary management

systems to prevent them. We are developing impact measures to evaluate the

effectiveness of these tools in enabling workers to raise concerns and

understand their rights.

Processes to remediate impacts and channels

to raise concerns

Once an actual impact is identified, we review it to establish the root cause,

contributing factors and whether we have caused, contributed to or are linked to

the impact. We work to address the impact, verify remediation of the impact and

implement processes to prevent reoccurrence, in collaboration with business

partners and other stakeholders where appropriate. As part of our remediation

approach, we seek to engage with rightsholders to improve our understanding of

the impact to them and the remediation that most appropriately meets the needs

of the individual/community that is affected.

Where an impact is linked to a business partner, we require them to create a

Corrective Action Plan (CAP) to address the issues identified. A follow-up audit,

carried out by an independent third-party auditor, is required within 90 days to

confirm that the actions taken have been sufficient to remediate the identified

issues. In some cases, the nature of the incident means that it is not possible to

close within 90 days, for example where capital investment or significant

changes in working practices are required. Where this is the case, the supplier is

expected to develop an interim plan to reduce the risk until a permanent solution

is put in place.

We support business partners in addressing issues and have developed the RPP

Implementation Guidance, which includes resources and checklists for

preventing and remedying impacts and establishing management systems to

prevent recurrence.

Examples of remediation of identified impacts in 2024 include:

■Commissioning an independent consultant to verify repayments made by a

supplier to workers to reimburse them for recruitment fees paid.

■Partnering with a human rights consultancy to evaluate the impact that

reimbursing recruitment fees has had on workers and their families.

■Continuing to collaborate with the International Cocoa Initiative (ICI) and

Afrique Secours et Assistance (ASA) to implement Child Labour Monitoring

and Remediation Systems (CLMRS) across our cocoa production supply

chain in Côte d’Ivoire and Ghana.

While we have mechanisms in place to enable third parties to raise concerns,

grievances are best addressed close to where the impact occurred.

Consequently, our approach is to work with our partners

to ensure they have effective and trusted grievance mechanisms for

their workers. Our Responsible Partner Policy (RPP) requires business partners

to have grievance mechanisms aligned with the UN Guiding Principles on

Business and Human Rights. We monitor workers’ awareness and trust in these

mechanisms through audit findings.

The RPP also includes leading practice that grievance mechanisms are widely

communicated and accessible to enable local communities to report issues. In

addition, business partners, their workers, communities, and other stakeholders

may report actual or suspected breaches of the RPP (including any failure by a

Unilever worker or anyone acting on behalf of Unilever) by phone or online via

a third-party hosted system. Reports can be submitted confidentially and

anonymously, where permitted by law, and are assessed to determine the

appropriate steps.

All investigations of suspected Code breaches are conducted by a Business

Integrity Officer. We aim to provide the reporter with an anticipated timescale for

completion. An investigation report summarising the evidence, findings,

corrective measures and recommended sanctions (where appropriate) is

submitted to the Business Integrity Committee for review and conclusion. We

have a zero-tolerance policy on retaliation and will not tolerate any form of

retaliation against anyone who reports a concern. Unilever’s Speak Up

processes and remediation mechanisms are detailed further in our Governance

section on page 288.

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Managing impacts on value chain workers

Addressing our salient human rights issues

Actions to address our salient human rights issues are detailed in the approach

to human rights section on page 270. Additionally, Unilever collaborates with

various third parties to deliver training and capability-building programmes aimed

at raising awareness of human rights issues and strengthening action to prevent

and mitigate potential and actual impacts.

We engage in multiple platforms and forums, such as AIM-Progress, to bring

stakeholders together to collectively tackle issues. Through the AIM-Progress

membership working groups, we collaborate with peers to address systemic

challenges, including living wages, responsible recruitment, effective grievance

mechanisms and impact measurement. Other partnerships we are part of

include:

■Bullying and harassment, and health: In 2020, Unilever and IDH, in

partnership with others, launched The Women’s Safety Accelerator Fund

(WSAF) to create safer workplaces for women working in our

tea supply chain in India. We have engaged with nearly 300,000 tea estate

workers (both women and men) across more than 300 tea estates in India

since the programme launched.

■Discrimination, fair wages and income: We continue to be an

active member of the Fair Circularity Initiative (FCI), which Unilever co-

founded and launched with Coca-Cola, Nestlé, PepsiCo, and the NGO

Tearfund in 2022. This commits us to advancing and adopting the 10 Fair

Circularity Principles, which focus on placing the views, interests and

concerns of rightsholders at the centre of business decision-making and policy

development.

Delivering positive impacts across our value chain

To address barriers to decent livelihoods we are collaborating with partners to

promote systemic change. Our actions, which are delivering positive impacts to

our value chain, include:

■Supporting suppliers in identifying and closing wage gaps.

■Helping smallholder farmers to improve their productivity and farming

practices by enrolling them in certification schemes and providing access to

income growth and regenerative agriculture programmes.

■Providing small retailers with tools and training to foster their growth. We

support small to medium-sized enterprises (SMEs) in our retail value chain by

expanding our digital commerce platforms, enabling SMEs to buy directly from

us and easily access financial services. We are also continuing to scale our

last-mile distribution programmes, enabling us to reach consumers in remote

areas. For instance, our Shakti programme supports around 200,000 women

sales agents in rural Asia and Africa with access to finance and business

training.

■Advocating for higher farmer incomes, private sector initiatives and

government policy changes through local and global coalitions to ensure fair

wages for all. We are also advocating for change through industry forums like

the UN Global Compact and supporting the availability of free, publicly

accessible living wage data.

Tracking and monitoring effectiveness

As detailed in ‘Monitoring actions relating to Human Rights’ on page 271, we are

an active member of the AIM-Progress Impact Measurement Working Group,

with the goal of aligning on common impact KPIs to simplify reporting and reduce

the burden on suppliers for data collection. We will publish data regularly through

our human rights reporting to show our performance against these impact

measures.

Our approach to identifying, understanding and actioning potential and actual

forced labour impacts in our business and value chain is covered in our section

on modern slavery on page 271. We also have processes that alert us to

potential and actual human rights impacts in our value chain via public reports

and media coverage. We identified two instances of child labour, one of which

related to a supplier no longer supplying to Unilever. We are also currently

investigating three further allegations that relate to severe human rights issues in

our value chain within the example categories of forced labour, human trafficking

and child labour identified in the ESRS.

In addition, business partners are required to demonstrate compliance with our

RPP. Unilever verifies RPP alignment through self-declarations upon registration,

annual re-registration to our systems, routine due diligence and risk-based audits

of business partner factories, which is carried out by an independent third party.

During these audits, cases of non-respect of the UNGPs are identified in line with

our

RPP Fundamental Principles. We classify the most serious audit

non-conformances as 'key incidents', which represent significant contraventions

in relation to health and safety, labour rights and business conduct. This

definition, which aligns with the Sedex SMETA methodology criticality ratings,

includes forced labour, human trafficking and child labour (which are identified as

example categories of severe human rights issues in the ESRS) as well as other

issues.

Based on our 2023 RPP audit update, which is the latest full-year data available

at the time of reporting, the following key incidents were identified:

■155 health and safety issues representing a threat to life or imminent risk of

injury.

■28 labour rights issues relating to excessive working hours, contravention of

minimum wages, indicators of forced labour and indicators of lapses in

processes to verify age. This included the 2 instances of child labour

mentioned above.

■9 business conduct issues relating to conducting business with integrity and in

accordance with relevant legal requirements.

All key incidents are required to be escalated by the auditors within 24 hours to

Unilever. We then require the business partner to provide a Corrective Action

Plan (CAP) addressing the issues within seven days. As with all non-

conformances, a follow-up audit is required within 90 days to confirm that the

actions taken have been sufficient to remediate the identified issues.

In 2025, Unilever will continue to keep under review its processes to identify and

track cases of severe human rights in our value chain, as we continue to build

our reporting capabilities.

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METRICS AND TARGETS

Targets

Unilever is committed to respecting and promoting human rights across our operations and value chain. However, due to the nature of human rights, we do not define

formal targets.

Our ambition is to help the people who grow, make and sell our products have a decent livelihood, including by earning a living wage – so they can afford the

essentials of daily life and have work that is secure, dignified and fair.

As part of Unilever’s 15 sustainability goals, we have set three short-term targets with the aim of delivering long-term impact to the livelihoods of workers in our value

chain;

■We are working with smallholder farmers to improve their livelihoods and agricultural practices. Our goal is to help 250,000 smallholder farmers in our supply chain

access livelihoods programmes by 2026.

■We are also encouraging our suppliers to sign our Living Wage Promise, kickstarting the journey to pay their employees a living wage. Our goal is to ensure that

suppliers representing 50% of our procurement spend sign the Living Wage Promise by 2026.

■We are helping small businesses in our retail value chain grow. Our goal is to help 2.5 million SMEs in our retail value chain grow their business by 2026.

We have engaged in a number of forums and initiatives that provide insight and expertise from the perspective of people in our value chain to help develop these

targets, including extensive engagement with the International Labour Organization (ILO) and the World Business Council for Sustainable Development (WBCSD).

Targets relating to sustainable sourcing and regenerative agricultural practices in our value chain are detailed in our Biodiversity and Ecosystem disclosures on page

256.

| Suppliers representing 50% of our procurement spend to sign the Living Wage Promise by 2026<br><br>A living wage promise is a commitment made by a supplier to progress towards paying a living wage to workers in their own business operations, either through<br><br>signing a Living Wage Special Terms Contract (STC) with Unilever or by signing Unilever’s Living Wage Promise document. Unilever’s definition of a living wage is<br><br>included on page 268.<br><br>Performance is measured as the percentage of total procurement spend from 1 January to 31 December for suppliers that have signed the Living Wage Promise<br><br>divided by the total procurement spend for the reporting year.<br><br>Help 250,000 smallholder farmers in our supply chain access livelihoods programmes by 2026<br><br>Unilever defines a smallholder farmer as a person who rears livestock and/or cultivates crops on one or more plots of land that, individually or in aggregate, is the<br><br>larger of: up to and including 10 hectares (only counting farmed land), in line with the United Nations Food and Agriculture Organization’s definition of a smallholder<br><br>farmer, or the size defined by an official regional and/or sector body. Supply chain refers to a farmer group or individual farmer, within a defined geographical area,<br><br>providing functionally equivalent feedstocks to those that can be demonstrated to be within Unilever’s supply chain.<br><br>Eligible livelihoods programmes must include activities and/or inputs designed to deliver improved livelihoods through positive outcomes on Unilever accepted<br><br>certification and/or incomes, be approved by Unilever authority, within a signed contract between 1 January 2024 and 31 December 2024, and be run directly by<br><br>Unilever or a third party under a contractual commitment with Unilever.<br><br>Performance is measured as the cumulative total number of smallholder farmers in Unilever’s supply chain who have received help from Unilever to access<br><br>livelihoods programmes in the reporting period. Access is defined as either:<br><br>■attending face-to-face training;<br><br>■receiving intended subsidies, financial services, farm input, labour or technologies; or<br><br>■being certified by the livelihoods programme.<br><br>Help 2.5 million SMEs in our retail value chain grow their business by 2026<br><br>Small and medium-sized enterprises (SMEs) in our retail value chain include businesses selling Unilever goods to consumers in one of the following countries:<br><br>Bangladesh, Brazil, Ecuador, India, Indonesia, Pakistan, the Philippines, Thailand, Turkey and Vietnam. These businesses have historically been serviced by a<br><br>distributor, wholesaler, or cash and carry; or in Mexico, where servicing with Unilever has been enabled by the digital platform.<br><br>Performance is measured as the number of SMEs in Unilever’s retail value chain that have used a Unilever digital platform (mobile app or website) to purchase at<br><br>least one product in the reporting period from 1 January to 31 December 2024. | | --- || Livelihoods targets | Goal | 2024 | 2023 | 2022 | | --- | --- | --- | --- | --- | | Suppliers representing 50% of our procurement spend to sign the Living Wage Promise by<br><br>2026 (% of procurement spend) | 50% | 32% | – | – | | Help 250,000 smallholder farmers in our supply chain access livelihoods programmes by 2026<br><br>(number of smallholder farmers) | 0.25m | 0.08m | – | – | | Help 2.5 million SMEs in our retail value chain grow their business by 2026 (number of<br><br>SMEs)(a) | 2.5m | 2.58m | 1.91m | 1.83m |

(a)2023 and 2022 measured for the three-month period October to December.

We are making good progress towards delivering all of our livelihoods targets. We have seen an increase in the number of active SMEs by over 600,000 in 2024,

which has resulted from the change in the reporting period, which now means we include seasonal SMEs who were previously not in scope; and principal markets

continue to grow organically, enrolling more retailers and improving the functionality of their apps to ensure that more retailers remain active.

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Affected Communities

IMPACT, RISK AND OPPORTUNITY MANAGEMENT

Our material Social impacts, risks and opportunities resulting from the double

materiality assessment (DMA) and the process by which we identified these are

detailed on page 267.

Policies

Unilever’s Code and Code policies sets out our commitment to the communities

where we operate, and our local businesses drive our community engagement

strategy. Our approach to affected communities is covered through a number

of additional policies as follows, the scope and governance of which are outlined

on page 232:

■Unilever’s People & Nature Policy sets out our commitments to respecting and

advancing the human rights of all people in line with the UN Guiding Principles

on Business and Human Rights. Specifically, it includes the rights of

Indigenous peoples and local communities with respect to livelihoods, food

security and resources, as well as our commitments that land rights are

respected and promoted.

■Unilever’s Responsible Partner Policy and its Fundamental Principle set out

that the rights and titles to the property and land of individuals and local

communities, including Indigenous populations, are respected, and that we

have a zero tolerance policy for land grabbing. It also requires suppliers to

consider Indigenous people and local communities when conducting impact

and risk assessments.

■The Sustainable Agriculture Code and Sustainable Agriculture Principles set

out that land tenure rights must be respected, there is a zero tolerance policy

for land grabbing, that local communities should be informed of planned

activities that affect them, and disturbances to local communities must be

minimised.

In addition to our policies, we have published Unilever’s Principles in Support of

Human Rights Defenders and implementation guidance to our business partners,

which outline our commitment to respecting human rights defenders (HRDs).

Indigenous people and local communities may act as HRDs and are often

vulnerable to human rights violations, including breaches of land rights. These

Principles are based on the International Bill of Human Rights and the

fundamental rights and principles set out in the ILO’s Declaration on

Fundamental Principles and Rights at Work. They are also guided by the UN

Declaration on the Right and Responsibility of Individuals, Groups and Organs of

Society to Promote and Protect Universally Recognized Human Rights and

Fundamental Freedoms, the UNGPs, and the UN Declaration on the Rights of

Indigenous Peoples.

Further details on our approach to human rights and the associated policies are

set out on page 270.

Engaging with affected communities

Land rights

We have a defined process for conducting due diligence on land transactions,

which must be followed and documented for each transaction to proceed

to completion. This process includes carrying out Environmental and Social

Impact Assessments (ESIAs) when additional information is required, conducting

consultations that adhere to the principles of Free, Prior and Informed Consent

(FPIC), and is supported by internal approval gateways overseen by the

Responsible Business team.

Other processes

We have recently developed a rightsholder engagement playbook

that establishes clear and consistent processes for engaging with rightsholders,

including local communities, regarding opportunities as well as potential and

actual human rights impacts. It guides our teams on the importance

of engagement, how to identify rightsholders, the steps for effective engagement

(including making rightsholders aware of engagement processes), and how to

monitor and evaluate the uptake and impact of these engagements. The

playbook was trialled in our plastics value chain in 2024, with feedback being

sought from the implementing teams on its effectiveness before wider

implementation.

Processes to remediate impacts and channels

to raise concerns

Affected communities may report concerns to us confidentially and anonymously,

where permitted by law, through our Speak Up hotline. This includes potential

cases of non-respect of the UNGPs. Unilever will investigate any concerns raised

and discuss findings with the relevant business partner, including issues related

to land rights. Unilever’s Speak Up processes and remediation mechanisms are

detailed in our Governance section on page 288, including our zero tolerance

policy on retaliation. Within our value chain, issues impacting affected

communities may also be identified through business partner factory audits,

which are described in more detail on page 280.

At a commodity level, our People and Nature Grievance Mechanism provides a

framework for investigating and resolving potential and actual social and

environmental impacts, including those raised by rightsholders in the

communities where we operate or source from. The process includes

acknowledging the grievance and reviewing it to determine if the issue is

applicable to our supply chain. If linked to our supply chain, we conduct an in-

depth review, working with the supplier and an independent organisation to

develop a time-bound action and remediation plan. We expect the supplier to

implement actions to resolve the issue and monitor the outcome. If the issue is

not connected to our supply chain, the relevant Unilever team will monitor the

remediation plan implemented by the relevant parties.

Reported grievances are recorded in our People and Nature Grievance Tracker

and details are published on our website. The tracker includes potential cases

of non-respect of the UNGPs, categorised under the grievance types

’Land & Community’ and ’Labour Rights’. There are 260 sub-cases in

our database based on grievances that have been raised to us since 2014, of

which 18% relate to Land & Community and 6% to Labour Rights.

Another mechanism through which we may identify potential cases of non-

respect of the UNGPs in relation to affected communities is through our anti-

corruption and bribery scanning. These mechanisms did not indicate any cases

of severe human rights incidents in 2024.

Managing impacts on affected communities

Land rights

We drive actions relating to land rights through our policies and fundamental

principles as set out in the RPP and People & Nature Policy. In 2024, we have:

■Co-convened and continued to actively participate in the Social Issues

Working Group (SIWG), part of the Palm Oil Collaboration Group, and the

subgroup that focuses on supporting and respecting the rights of Indigenous

Peoples and Local Communities (IPLC) affected by agricultural production in

Indonesia.

■Continued to support smallholder cocoa farmers to formalise the rights to their

land through an affordable land tenure documentation process. This work is

being carried out by the Côte d’Ivoire Land Partnership (CLAP), which brings

together Unilever, other organisations and industry bodies, the Ivorian and

German governments, and agri-technology company Meridia.

■Provided training to employees in Indonesia to increase their knowledge and

understanding of local land rights issues. This training equipped participants

with the tools to support informed decision-making when dealing with issues

or complaints related to land rights in our supply chain.

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Other actions

In the context of our impacts related to plastic pollution (see Resource Use and

Circular Economy disclosures on page 258), we have conducted baseline human

rights risk assessments of our plastics value chain in India, Indonesia, Ghana

and Brazil. This included

on-the-ground engagement with various stakeholders, including

waste picker organisations representing the views of rightsholders. These

assessments, along with our existing global programmes, informed

the development of our Global Human Rights Framework

for Plastics Value Chains.

We collaborated with The Circulate Initiative to support the development of its

Harmonized Responsible Sourcing Framework, promoting a collaborative and

aligned industry-wide approach that reduces duplication and maximises

collective efforts to transform the sector. We also shared key learnings from our

work to support the wider peer group during the development of the common

industry framework.

Specific actions with regards to our impact on biodiversity, and the downstream

impacts on affected communities, are included in our Biodiversity and

Ecosystems disclosures on page 255.

Tracking and monitoring effectiveness

We track and monitor the effectiveness of our actions and initiatives for affected

communities as detailed in ‘Monitoring actions relating to Human Rights’ on page

  1. The People and Nature Grievance tracker, detailed above also helps us to

track grievances and the effectiveness of our responses to them.

METRICS AND TARGETS

Targets

Unilever does not have formal targets related to affected communities defined at

a global level because we have in place reporting and grievance mechanisms

which allows us to engage with these impacts (potential or actual) on an ongoing

basis, as set out above, and in our approach to human rights on page 270.

Specific targets with regards to our impact on biodiversity, and the downstream

impacts on affected communities, are included in our Biodiversity and

Ecosystems disclosures on page 256.

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Consumers and End-Users

Unilever’s success depends on the value and relevance of our brands and

products to consumers worldwide. We monitor trends and gather insights from

consumers, customers and shoppers to develop our brand strategies and build

competitive advantage.

This disclosure includes all Unilever consumers and end-users in our

downstream value chain who are likely to be materially impacted by

our operations. These include:

■consumers who rely on the quality and safety of our products, including those

who may be particularly dependent on accurate and accessible product

information, such as those with allergies; and

■children, who are increasingly exposed to online promotional content from a

broad range of industries and may be reached by our brand messaging.

IMPACT, RISK AND OPPORTUNITY MANAGEMENT

Our material Social impacts, risks and opportunities resulting from the double

materiality assessment (DMA) and the process by which we identified these are

detailed on page 267.

Policies

As set out in our general information section, page 229, Unilever’s Code and

Code Policies apply to all material sustainability matters, including those that

impact our consumers and end-users.

Product safety

The Code sets out Unilever’s commitment to providing products and services that are

safe for their intended use, as well as accurately and properly labelled, advertised and

communicated. Product safety begins with responsible innovation, and the

Responsible Innovation Code Policy sets out our commitment to conducting

responsible, safe and sustainable research and innovation that fully respects the

concerns of our consumers and society. Its implementation is supported by eight

standards, including one that sets out the approach to Safety Risk Assessments for

ensuring Consumer, Occupational and Environmental Safety by Design, and a

standard on Use of Ingredients and Control of Contaminants. The Product Safety &

Product Quality Code Policy covers our commitment to producing safe, high-quality

products and services that meet all applicable standards and regulations. This is

supported by our Safe Product Framework, which sets out the processes for

identifying and mitigating product safety risks at each stage of our value chain.

As described in the environmental policies section on page 232, our Responsible

Partner Policy (RPP) sets out the requirements for suppliers in the value chain.

Specifically, within the Business Integrity & Ethics pillar, this includes

requirements to meet agreed specifications and notifying Unilever of any product

quality or safety concerns originating from the business partner, or its supply

chain without delay.

Responsible marketing

The Responsible Marketing Code Policy sets out our commitment to developing,

producing, marketing and selling all our products and services responsibly.

In addition, the Principles on Responsible Food & Beverage Marketing

to Children apply to Unilever’s food and beverage marketing communications

globally. Our commitments include not intentionally targeting any paid marketing

communications to children under 16 years old (including on social media) and

restricting certain ice cream marketing activities to products that meet

our Responsibly Made for Kids promise. Our marketing teams are responsible for

working with legal, regulatory affairs and external affairs to ensure compliance

with these principles. The Presidents of our Foods and Ice Cream Business

Groups are responsible for the implementation of these principles, which we

make publicly available on our website.

We also recognise Unilever’s role in partnering with others to drive a safer

consumer experience online. The Responsibility Framework sets out our

approach to building a positive digital media ecosystem for our brands and

consumers. Compliance with the framework is tracked through a global network

of Unilever and agency employees, who work together as our Digital Ecosystem

Network (DEN) team. The Chief Growth and Marketing Officer is responsible for

implementing this framework.

Human rights

Responsible business is a key part of Unilever’s Human Rights Policy Statement,

which applies to all our rightsholders. Our commitment to conducting business

with integrity while respecting human rights is driven through Unilever’s Code

and Code Policies, including commitments to our consumers and society, and

the RPP, which requires our business partners to identify and manage their own

potential human rights impacts.

We consider that, of the salient human rights issues identified on page 267, the

issue relevant to our consumers is health, in relation to which, we have explained

our approach to product safety below. Our approach to human rights is outlined

in more detail on page 270.

Engaging with consumers and end-users

We engage with our consumers and end-users, including those groups

considered vulnerable, through a range of communication channels on a

continuous basis, reaching over 3 million consumer contacts in 2024 through our

various platforms.

We operate consumer care lines around the world for our consumers to share

any comments or concerns (including any potential adverse human rights

impacts), with details provided on packs and through our websites. We monitor

feedback provided by consumers on Unilever’s brands and products on social

media and through product reviews on digital commerce sites. We also use

consumer research from partners such as Kantar, Nielsen and Ipsos, who we

engage through their regular surveys and panels. This engagement takes place

under the ultimate oversight of our Chief Growth and Marketing Officer. We use

these insights to support our aim of providing superior products and delivering

great consumer experiences.

In addition, we use a range of mechanisms to monitor and consider evolving

societal preferences, including media and social media reviews and NGO

engagement. This is overseen by the Global Head of Communications and

Corporate Affairs (overseen by the Chief Corporate Affairs and Sustainability

Officer from 1 January 2025).

Our approach to identifying and assessing the potential impacts on consumers

with allergies is through product safety assessments and product labelling, rather

than direct engagement. Similarly, potential impacts in relation to marketing to

children are assessed through reviewing their media consumption behaviour.

Processes to remediate impacts and channels

to raise concerns

The communication channels referenced above, including our consumer care

lines and websites, offer consumers multiple mechanisms through which to raise

any concerns. Trained consumer communication agents respond to questions

where appropriate, and their use and effectiveness are tracked by monitoring

performance against set indicators and through consumer feedback surveys.

Product safety

Concerns raised to Unilever in relation to product safety are shared with relevant

internal experts for further investigation. By closely monitoring consumer

feedback data, we can detect emerging issues and respond quickly. In the event

of a marketplace incident relating to consumer safety or product quality, an

incident management team is activated to ensure timely and effective action.

We are committed to continually improving our quality performance; however,

sometimes we fall short of our product safety and quality standards. A product

might, for example, have a quality defect. Or there may be a contamination of the

raw materials, or a mislabelling of ingredients. If this happens, protecting

consumers’ safety is our number one priority. When necessary, we will issue a

public recall of the affected products from the marketplace, even if only small

quantities of products are involved.

In the case of a public recall, we use multiple channels to ensure consumers

have the required information regarding the product affected (e.g. national press

advertising, store communications for retailers, email for direct-to-consumer

sales, and relevant websites) and that they can get answers to any questions or

concerns via our care lines.

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Responsible marketing

Our marketing teams are responsible for ensuring compliance with our Marketing

to Children Principles. Where non-compliance is identified through our

processes, our teams work to make the necessary changes, such as changes to

artwork, to ensure adherence to the principles. Compliance with our

Responsibility Framework is tracked through our DEN team. Where issues are

identified, we support our media partners in developing their capabilities and

taking the necessary action to enable their adherence.

Code of Business Principles

Anyone may report more serious concerns about potential breaches of Unilever’s

Code and Code Policies through our Code reporting channels. Our investigation

standards require us to record and assess all potential breaches reported.

Additional details, including our non-retaliation requirements, can be found in our

Governance disclosures on page 288.

Managing impacts and risks related to consumers

and end-users

Product safety

Unilever has comprehensive product quality processes and controls in place as

part of our Safe Product Framework. The framework is supported by standards,

including those covering Safety Risk Assessments and the Use of Ingredients

and Control of Contaminants. Safety risk assessments ensure consumer,

occupational and environmental safety by design, and require materials used in

our product formulations to be registered in Unilever’s Safety Systems,

supported by defined tools and guidance for assessing consumer safety risks.

The use of ingredient standards applies global exclusions or restrictions to

certain substances based on safety, regulatory or reputational concerns. These

standards are maintained based on external developments and subsequently

implemented within our portfolio.

Our Safe Product Framework and the standards which underpin this also

encompass product labelling. This includes instructions for use, product

composition and additional labelling, such as the presence of allergens. We have

labelling approval processes in place to ensure compliance with external

regulations and Unilever’s policies.

Suppliers of the materials for our products must meet the standards set within

Unilever’s Supplier Quality Approval process. Our Quality Management System

then defines the requirements to be followed for the manufacture of safe

products, covering topics such as cleaning and disinfection, hygienic engineering

and maintenance, allergen management and foreign matter prevention.

Processes and controls are verified annually and regularly monitored through

performance indicators that drive improvement activities.

In the event of a non-conforming product reaching the market, we have a global

process for identifying and managing marketplace incidents to ensure we act

fast, investigate fully and embed learnings to prevent future recurrence. Where

necessary, we will issue a public recall of the affected products from the

marketplace even if only small quantities of products are involved.

In 2024, we issued five public recalls. One of these related to

external manufacturers (cross-packaging), and four related to our

own manufacturing facilities (two were caused by foreign matter contamination,

one caused by undeclared allergens, and one barcoding-related issue).

Wherever and whenever mistakes occur, we take action to identify the root cause

and share lessons learned with all relevant parties to prevent a recurrence. For

example, during 2024, we established an allergens community where best

practices and lessons learned from incidents are shared.

Unilever is defending a portfolio of legal claims alleging asbestos contamination

in certain products which Unilever no longer sells. Unilever disputes these

allegations, which it does not consider are substantiated.

We monitor the effectiveness of our product safety processes and controls in a

number of ways, including leadership scorecards and tracking key metrics such

as marketplace incidents/recalls, consumer-safety-related complaints, and the

completion of audits and associated actions. We also track the completion of our

corrective and preventive actions, for example, those related to marketplace

incidents/recalls and consumer-safety-related manufacturing incidents, to ensure

that our processes for learning from incidents are effective in preventing future

recurrence. The quality and safety of our products are also managed through our

enterprise risk process.

We also work to improve consumer safety by engaging beyond our business with

the scientific community and regulators. A focus area is the development and

application of leading-edge advanced non-animal safety science, where we work

closely with authorities around the world, including regulators, government

scientists and academic experts. We actively disseminate the research we do to

guarantee that our products are safe, without the need for animal testing, to

support others in also building new capabilities based on advanced science.

In 2024, we engaged in collaborative research with the US National Institute of

Environmental Health Sciences (NIEHS) and, as the industry co-chair of the

European Partnership for Alternative Approaches to Animal Testing (EPAA),

contributed to the European Union transformational programme on non-animal

chemical safety assessment regulation. We also continued our collaboration with

the US Environmental Protection Agency (EPA), initiated in 2015, on pioneering

approaches to chemical safety assessment using advanced science. More

information on our approach to eliminating animal testing without compromising

on safety is set out within our Governance Disclosures.

Our actions on product safety are supported by the expertise of our Safety,

Environmental and Regulatory Science (SERS) Capability group, which is our

global centre of excellence in safety and sustainability science, and our Quality

expertise teams. Our dedicated team of safety and environmental scientists,

including many who are internationally recognised as leaders in their fields, have

expertise in allergy, chemistry, exposure science, microbiology, risk assessment,

toxicology, process safety, computational modelling and data science, and

environmental safety and sustainability science.

Responsible marketing

To aid understanding of our Principles on Responsible Food & Beverage

Marketing to Children, Unilever provides training on these Principles to its

marketers and the agencies it engages with.

To put the principles of Unilever’s Responsibility Framework into practice, we

maintain a Brand Safety and Suitability Guide, updated on an ongoing basis and

distributed to our media partners. We use this guide to drive a quality digital

ecosystem for our brands, ensuring our ads are viewable, by a person, on target,

with the right context and brand safety. Unilever has committed to support media

partners who respond to our Responsibility Framework with action and intent,

including resources, policies, principles and timelines.

METRICS AND TARGETS

Targets

No formal targets have been defined for our consumers and end-users with

respect to the impacts, risks and opportunities identified in our sustainability

statement. However, we are committed to continually improving our performance

against our product safety and quality standards, monitoring the effectiveness of

our processes and controls in multiple ways as set out above. As a result of our

sustained focus on continuous improvement, we reduced the number of

marketplace incidents by more than 10% versus 2023. In relation to responsible

marketing, we aim to achieve 100% compliance with our Principles on

Responsible Food & Beverage Marketing to Children. Our approach to tracking

compliance with our Responsibility Framework is set out above.

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ENTITY-SPECIFIC DISCLOSURES

Nutritional product quality

Policies

Continuously improving the nutritional profile of our products and helping

consumers adopt better diets without compromising on enjoyment are

fundamental to the strategies of our Foods and Ice Cream Business Groups.

Although no formal policy is in place, the implementation of this strategy is

guided by Unilever’s Nutrition Standards, an internally developed set of

standards that drives portfolio improvement based on the latest scientific

understanding of the role of nutrition for good health and wellbeing.

■Unilever’s Science-based Nutrition Criteria (USNC) are our standards for

nutrients to limit, which guide the nutritional quality of our products to healthier

options. They consist of product-specific criteria with thresholds for calories,

salt, sugar and saturated fat. These threshold values have been modelled

against dietary intakes in five countries to quantify their impact and published

in a peer-reviewed scientific journal.

■Our Positive Nutrition Standards are our standards for ingredients and

nutrients that people are encouraged to consume more of – for example, they

consist of product-specific criteria for increasing fruit and vegetables,

wholegrains, protein, fibre and micronutrients.

Engaging with consumers and end-users

We engage with consumers about nutritional product quality through the

mechanisms already described. In addition, we use international dietary guidelines

from groups such as the World Health Organization (WHO) and CODEX, along with

scientific modelling, to assess the impact of nutritional product quality on consumers

and inform our business strategy.

Managing impacts on consumers and end-users

We work to improve the nutritional quality of products on an ongoing basis,

innovating and reformulating our products against the USNC and our Positive

Nutrition Standards. For example, in 2024, we launched new flavours for Knorr

Sides in the US, as well as reformulating bouillon cubes in Pakistan to deliver

iron fortification against the backdrop of heightened levels of iron deficiency

anaemia. By investing in improvement and innovation, we aim to make our

products nutritionally better while continuing to meet people’s expectations

for delicious products.

In addition to our own Science-based Nutrition Criteria, we publish a scoring of our

portfolio against six externally endorsed Nutrient Profiling Models, contributing to

greater transparency in nutrition disclosure.

Benchmarks

Unilever does not have formal targets relating to nutritional product quality. However,

we set ourselves benchmarks against which we monitor our strategic progress on

nutritional product quality, as set out below.

| Unilever’s Science-based Nutrition Criteria (USNC) is a set of criteria and threshold values established by Unilever nutrition experts in line with WHO standards.<br><br>The threshold values determine the amount that can be present in a Foods or Ice Cream product to meet USNC. Products that do not exceed any of the criteria or<br><br>thresholds are considered to be compliant. Threshold values have been determined for: sodium, saturated fat, sugar and calories.<br><br>Unilever’s Positive Nutrition Standards is a set of technical criteria and threshold values for selected ingredients, macronutrients and micronutrients, established in<br><br>line with external global and regional standards, such as those set by the World Health Organization (WHO), which are important for human health. The threshold<br><br>values determine the amount of ingredients, macronutrients and micronutrients that need to be present in a Foods or Ice Cream product to deliver positive nutrition.<br><br>A product that contains ingredients, macronutrients or micronutrients meeting at least one of the threshold values is considered to deliver Positive Nutrition. The<br><br>presence of other ingredients that do not meet the threshold values does not disqualify a product.<br><br>The selected ingredients, macronutrients and micronutrients are as follows:<br><br>■Ingredients: fruits, vegetables, legumes, pulses, fungi, nuts, seeds, wholegrains, and dairy in products designed for kids.<br><br>■Macronutrients: protein, fibre, and omega-3.<br><br>■Micronutrients: iron, iodine, zinc, vitamin A, vitamin D, calcium, magnesium, potassium, vitamin B12, folate, vitamin B2, vitamin C and vitamin E.<br><br>Servings sold is sales volumes measured in tonnes divided by product serving size. Where no serving size is available, we apply a standard serving size. Actual<br><br>data is used for January to November, and December data is estimated by extrapolating the average sales of the previous 11 months. | | --- || Metrics | Ambition | 2024 | 2023 | 2022 | | --- | --- | --- | --- | --- | | Percentage of our portfolio meeting Unilever’s Science-based Nutrition Criteria, including Pepsi<br><br>Lipton joint venture (% of servings sold)(a)(c) | 85% by 2028 | 84% | 81% | – | | Number of products sold that deliver positive nutrition, including Pepsi Lipton joint venture (%<br><br>of servings sold)(b)(c) | 54% by 2025 | 52% | 52% | 48% |

(a)The percentage of our portfolio meeting Unilever’s Science-based Nutrition Criteria excluding Pepsi Lipton joint venture in 2024 is 84%.

(b)The number of products sold that deliver positive nutrition excluding Pepsi Lipton joint venture in 2024 is 52%.

(c)2023 and 2022 figures measured for the 12-month period ended 30 September.

Products responding to changing consumer demands

We are continually working to reduce the impact of our products, serving

evolving consumer preferences and driving progress against

our sustainability goals. As consumer demand evolves, there is a longer-term

opportunity to deliver product innovations that serve consumers who want

superior products at great value, with a lower environmental impact.

As part of our approach to developing consumer insights and monitoring market

trends, we engage with consumers through the mechanisms already described.

Responding to emerging consumer demand patterns with superior products is

core to our Business Group strategies, supported by our R&D capabilities, rather

than guided by policy.

We understand that consumers increasingly want more reassurance about the

impact of the products they use, including more recycled and recyclable

packaging, trusted ingredients, and product safety that is ensured without animal

testing.

In 2024, our Vaseline brand launched a new recyclable pump for Vaseline

Intensive Care bottles in North America, while Sunlight dishwash has introduced

formulations with naturally derived

bio-enzymes and RhamnoClean technology.

The ingredients in our products are included at levels that are safe in

use; nevertheless, we also monitor consumer ingredient preferences, regulatory

hazard classification changes, and emerging scientific data to update our safety

and sustainability assessments where relevant. Our long-term investment in non-

animal safety science has enabled some of our biggest brands to be certified by

People for the Ethical Treatment of Animals (PETA) as ‘PETA-approved‘,

including Dove, Axe, TRESemmé and Sunsilk. We have over 15 brands that

comply with the criteria set out in PETA‘s Global Beauty Without Bunnies

Programme.

Delivering against our ambitious sustainability goals requires innovation;

however, we do not have targets in place in relation to the innovation of products

to meet changing demands regarding reduced environmental impact. Our

ongoing progress is measured through the implementation and monitoring of our

strategic plans.

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Business Conduct

GOVERNANCE

The role of administrative, management and supervisory

bodies

The ultimate responsibility for Unilever’s conduct is with Unilever’s Board who

are responsible for both setting and monitoring the culture of the business. The

Board is supported in this by the Corporate Responsibility and Audit

subcommittees. Please refer to the general information section on page 224 and

the Corporate Governance Report on pages 70 to 84 for the composition and

expertise of the Board and its subcommittees.

The Chief Executive Officer is accountable to the Board for the implementation of

Unilever’s culture and standards of conduct, which we refer to as ‘business

integrity’, and is supported in this by the Chief Legal Officer, Chief Business

Integrity Officer, Global Code and Policy Committee, and Business Integrity

Committees. The key elements of Unilever’s standards of conduct are set out in

Unilever’s Code and Code policies, which provide a set of mandatory rules that

govern how we run our business.

Responsibility for the day-to-day implementation of the Code and Code Policies

is delegated to the Unilever Leadership Executive and all senior management

leading Unilever’s Business Groups, business units and functions. They are

supported in this by cross-functional Business Integrity Committees.

IMPACT, RISK AND OPPORTUNITY MANAGEMENT

Description of the processes to identify and assess

material impacts, risks and opportunities

The process for assessing and identifying our material impacts, risks and

opportunities is informed by our double materiality assessment (DMA), as set out

in our general information on page 226. Risks identified are reviewed and

assessed on an ongoing basis and formally at least once per year. For each of

our principal risks, including Ethical and Legal & Regulatory risks, we reviewed

the risk management frameworks detailing risk descriptions and mitigating

controls in place. These frameworks are updated annually and monitored

throughout the year to identify changes in the risk profile.

From a governance perspective, this process incorporates several inputs, such

as a global fraud risk assessment conducted at both a functional and market

level to identify risks, including corruption and bribery risks. In addition, a

geopolitical working group has been established with representatives from

different functions to proactively identify and escalate issues for high-risk

markets, and external screening is undertaken to monitor changes to the risk

landscape.

The output of our 2024 DMA for our Governance impacts, risks and opportunities

is included below:

Material impact, risk or opportunity Description
Business integrity and ethical<br><br>conduct Risk<br><br>(OO) (VC) Failure to act in an ethical manner and foster a culture where our employees and value chain feel<br><br>empowered to speak up, consistent with the expectations of customers, consumers and other<br><br>stakeholders, may result in reputational damage.
Anti-bribery and corruption Risk<br><br>(OO) (VC) There is a risk that a breach of anti-bribery and corruption laws or failure to prevent bribery, fraud<br><br>or tax evasion may result in legal and financial consequences for Unilever and individuals.
Use of non-animal safety science Positive Impact<br><br>(VC) Unilever is a global leader advocating for regulatory use of modern non-animal safety science in<br><br>place of animal testing, working with government groups and other stakeholders.
Changing regulatory landscape Risk<br><br>(OO) (VC) Changes to laws and regulations relating to sustainability matters can have a significant positive or<br><br>negative impact on our business. For example, they may reduce the cost of a process or ensure<br><br>that all players in a market face a cost so an activity we undertake is not uncompetitive. On the<br><br>other hand, they may prevent Unilever from doing something that it wants to do or increase<br><br>compliance costs. Failure to comply could also lead to increased claims against Unilever and<br><br>potentially incur penalties, legal costs or harm revenue due to reputational damage.
Advocacy Positive Impact<br><br>(OO) (VC) Unilever is actively lobbying governments, regulators and other third parties to influence policies<br><br>and regulations that will help to drive change in four key areas: climate, nature, plastics and<br><br>livelihoods.
Supplier payments and<br><br>relationships Risk<br><br>(OO) Inappropriate or untimely processing of payments may result in incorrect payments to suppliers,<br><br>fraudulent transactions, late payments, regulatory penalties or disputes.

OO  Own Operations, VC  Value Chain

Business conduct policies and corporate culture

As a purpose-led company, our values and culture are the foundation of our

success. Our approach to business integrity is designed to ensure that how we

do business is fully aligned with our values and the applicable laws and

regulations in countries where we operate.

Our business integrity framework is comprised of three pillars:

■Prevention – we seek to embed a culture of integrity at all levels.

■Detection – we encourage employees to speak up, and identify potential

issues through auditing and monitoring processes.

■Response – we have the tools to investigate and, if necessary, sanction

confirmed breaches, and use what we learn to continually improve our

processes to increase the level of prevention.

This approach is underpinned by Unilever’s Code of Business Principles, with

each principle supported by a Code Policy setting out what employees must and

must not do to ensure they are living the code.

We also set out what Unilever requires of business partners in our Responsible

Partner Policy (RPP), so that we can do business together responsibly. Further

detail on the RPP is set out in our Environmental policies section on page 232.

Corporate culture

Our Code sets out clear requirements for the standards of conduct we expect

from our employees.

Everyone at Unilever is expected to be an ambassador for the high standards set

out in the Code, with the tone set from the top. Our CEO communicates regularly

with senior leaders and all employees on business integrity, making clear that

adherence to the Code and Code Policies is non-negotiable. On an annual basis,

multiple initiatives aim to embed this culture across our business, ranging from

mandatory training and a global pledge – where our employees actively pledge

to uphold these values – to employee town hall and leadership awareness

sessions.

We aim to continuously improve and further embed a culture of business

integrity. We analyse the results of investigations, market assessments and audit

findings to identify trends and opportunities for improvement. Lessons learned

are then shared extensively across the business integrity community, Unilever’s

leadership, and with employees.

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Employee surveys are also used as a tool to monitor this culture. Business

integrity questions are included within Unilever’s annual global UniVoice survey,

and in more regular UniPulse surveys administered to smaller randomised

groups of employees. Responses are reviewed by our Global Code and Policy

Committee and at Business Integrity Committee meetings. These responses

provide further insight into how strongly business integrity is embedded into

the business, driving future engagement and action plans.

Business conduct policies

Our Code and Code Policies define the ethical behaviours that everyone must

demonstrate when working for Unilever. They help us to address key potential

external and internal risks to the business such as fraudulent behaviour or a

failure to respect, uphold and advance human rights, as well as playing a key

role in ensuring compliance with laws and regulations. As a result, they help us to

protect our brands and reputation, and to prevent harm to people or the

environment.

The Code and Code Policies are available in multiple languages and designed to be

readily applied by employees in their day-to-day work. They are mandatory for all

employees and others working for Unilever, and apply to all Unilever companies,

subsidiaries and organisations over which Unilever has management control. While

our Code and Code Policies are for internal use, we also publish them externally in

support of transparency.

We undertake a comprehensive review of our Code and Code Policies every five

years when the Code is reviewed and approved by the Unilever Board. Potential

changes needed to the Code and Code Policies are monitored on an ongoing

basis to ensure they appropriately reflect the internal and external context, in

addition to incorporating the latest legal requirements, and the Board is informed

of any amendments. As an input to this process, the Board’s Corporate

Responsibility Committee meets quarterly and reviews external developments

that may be relevant to Unilever’s ability to conduct its business appropriately as

a responsible corporate citizen.

We also seek to work with suppliers, customers, agents, distributors and other

partners who uphold these standards throughout our value chain. Our

Responsible Partner Policy outlines our requirements for business partners.

Business conduct training

Everyone who works at Unilever is required to know our Code and Code Policies

and understand how to apply them in their work. We design and conduct annual

mandatory training for all office-based employees and have tailored training for

those employees working in factories and more remote areas. Completion of

training is tracked, and we follow up with employees who fail to complete

mandatory training and take further action where required.

Corruption and bribery are risks that may affect any employee, and therefore our

mandatory training, deployed for all employees, includes a focus on anti-

corruption, in particular related to learnings from investigations, risk assessments

and business partnering.

Identifying and reporting breaches, including whistleblower

protection

Unilever’s Code Policies specifically include the requirement to immediately report

actual or potential breaches of the Code or Code Policies. Key to identifying and

reporting breaches is training, to ensure familiarity with the Code, and the provision of

appropriate infrastructure to facilitate reporting. We make a variety of internal and

external reporting platforms available to all employees and those we partner with.

To report a concern, employees can contact a number of internal channels.

Alternatively, employees and third parties can use our independently managed,

confidential Unilever Code Support Line (whistleblowing line) via telephone or

our online Speak Up platform, which is available directly via a web address.

The available reporting channels are set out within our Code Policies and highlighted

during Business Integrity training and in our communications. The Speak Up platform

web address is signposted on Unilever’s website and our internal portals, and hotline

numbers are displayed in various locations, such as factory walls, building access

cards and payslips.

In 2024, 43% of cases were reported directly to Business Integrity Officers, which

reassures us that we continue to embed a strong process with trust in our

Business Integrity Officers. In addition, we highlight to employees that if they

prefer not to use the direct or anonymised channels provided by Unilever, they

can utilise other external reporting channels and report directly to the authorities.

We are committed to a culture of transparency and have a prohibition on

retaliation in any format against those who report or seek guidance on ethical or

compliance issues or report cases under our Code, compliant with the EU

Whistleblower Directive.

Our Code and Code Policies set out that Unilever will not retaliate against

employees who raise issues with us and that any attempted or actual retaliatory

action by employees is in itself considered to be a breach of our Code. This

approach to non-retaliation is emphasised in global employee training and local

town halls. Additional non-retaliation guidance for employees is also published on

both internal and external platforms.

After any Code concern is reported, reporters are reminded of what retaliation could

look like and asked if they think they have experienced this. All Business Integrity

Committees are also accountable for ensuring that individuals who report Code

breaches or assist with investigations are properly protected from retaliation and that

confidentiality is maintained.

Investigating potential breaches

Our investigation standards require us to record and assess all Code concerns

reported, however they are raised. Once a report is received, it is formally

acknowledged and directed to a Business Integrity Officer to determine whether

a Business Integrity investigation is required.

Investigations are led by the responsible Business Integrity Officers, who ensure

fair, unbiased and independent investigations are undertaken. All Business

Integrity Officers are trained on Unilever’s standards and processes and are

required to uphold these at all times. Business Integrity has officers posted

around the world to respond to cases, with oversight from a central Business

Integrity team.

Investigation reports link the allegation made to the specific requirements under

the Code, summarising the evidence, findings in respect of any breach,

corrective measures, and recommended sanctions. Completed investigation

reports and associated evidence are submitted to Business Integrity Committees

for approval. In cases involving public bribery or senior executives, our Chief

Legal Officer and Chief Business Integrity Officer oversee investigations and an

ad hoc Business Integrity Committee determines any sanctions, regardless of

where such executives are located.

We encourage engagement from the initial reporter to facilitate the investigation

while maintaining any confidentiality. Where appropriate and possible, we aim to

provide transparency with regard to the investigation’s progress and anticipated

completion. It is the responsibility of the Business Integrity Committees to ensure

the timely investigation of all potential Code breaches raised by an individual

employee, with a view to reaching a final determination within 60 days,

depending on the nature and complexity of the concern raised.

Breaches of the Code or Code Policies are shared with various oversight

committees, including the Unilever Board’s Corporate Responsibility and Audit

Committees, the Unilever Leadership Executive, and the Global Code and Policy

Committee.

Animal welfare policies

Unilever uses leading-edge safety science, not animals, to evaluate the safety of

our products. We believe that animal testing is not needed to make sure that our

products and their ingredients are safe for consumers, our workers and the

environment. For over 40 years, we have been working to eliminate animal

testing without compromising on safety. This is set out in our public position

statement on animal testing, owned by the Chief Research & Development

Officer on behalf of the Unilever Leadership Executive.

Unilever’s mandatory standard on animal testing sets out the strict internal

approval and control procedures in place to ensure our position is upheld. This

standard is one of several that underpins Unilever’s Responsible Innovation

Code Policy, which requires that all employees involved in scientific research and

innovation must comply with all standards relevant to their area of work.

To ensure the safety of our products, we develop and advance the use of safety

assessment approaches based on modern science that do not rely on new

animal data. Occasionally, across our wider product portfolio, some of the

ingredients we use have to be tested by our suppliers to comply with legal and

regulatory requirements in some markets, and some governments still test

certain products on animals as part of their regulations. We do not agree that this

animal testing is necessary to assure the safety of our products or the

ingredients in them. We work with our suppliers, government authorities and non-

governmental organisations (NGOs) across the world to increase the acceptance

and use of non-animal approaches for regulatory compliance purposes.

Our Responsible Partner Policy, which sets out what Unilever requires of our

business partners, contains mandatory requirements in relation to animal testing,

as well as outlining leading practices for suppliers to work towards. In support of

this, we partner with our ingredient suppliers to proactively share our non-animal

safety science and

non-animal approaches for chemicals registration.

We share our scientific approaches with regulatory authorities and NGOs around

the world to promote their broader acceptance and maximise the impact of our

science in replacing animal testing. People for the Ethical Treatment of Animals

(PETA) lists Unilever as a ‘company working for regulatory change’ in recognition

of our ongoing work on alternatives to animal testing and our commitment to

promoting their adoption worldwide.

Farm animal welfare forms part of Unilever’s Sustainable Agriculture Code

(SAC), which is designed to codify key aspects of sustainability in farming and

apply them to our supply chain. The Chief Business Operations Officer is

responsible for the implementation of the SAC, and it is applicable to all

agricultural suppliers. The SAC is supported by specific additional guidance,

such as the Unilever Sustainable Livestock Implementation Guide, and its

implementation by suppliers is audited by a third party.

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Farm animal welfare also forms part of our Responsible Partner Policy (RPP),

which helps us to manage our relationship with suppliers. Unilever’s Responsible

Sourcing and Business Partnering Code Policy underpins this approach, setting

out the responsibilities of employees to ensure that third parties are subject to

our RPP policies and controls.

Management of relationships with suppliers

Procurement processes, including fair behaviour with suppliers

Our Code and Code Policies govern what we require of our employees in terms

of fair behaviour in relation to Unilever’s suppliers and procurement processes.

The Code Policies include specific requirements in relation to areas such as anti-

bribery, communication with suppliers, fair competition, conflicts of interest and

treatment of suppliers’ information, as well as the obligation to source only from

suppliers that are compliant with our RPP.

Responsible partnerships

Our RPP, sponsored by our Chief Procurement Officer, helps us to manage our

relationship with suppliers. The RPP describes what Unilever requires of its

business partners across the three interconnected pillars of business integrity &

ethics, human rights, and the planet. It consists of mandatory requirements and

management systems for all suppliers and gives advance notice of future

mandatory requirements designed to build greater resilience as well as leading

practices. This approach recognises the evolving nature of our third parties and

value chains, while driving business growth and improved outcomes for people

and planet.

The scope of our RPP goes beyond our direct supplier universe, which directly

invoice Unilever for goods and services, by including our expectation for

suppliers to cascade equivalent requirements within their own supply chains by

carrying out human rights and environmental due diligence.

All our suppliers undergo continuous assessment against our RPP requirements

and general terms and conditions. If an existing supplier fails to remain compliant

with our requirements, Unilever may restrict the ability to raise new purchase

orders for business until they can once again meet all our requirements. If a new

supplier cannot meet our terms, we will not onboard them into our systems and

will not be able to do business with them.

We verify RPP alignment through self-declarations on registration, annual re-

registration to our systems, routine due diligence and risk-based audits. We take

a continuous improvement approach to our risk assessment and undertake

regular risk-mapping so we can accurately identify where specific risks occur

across geographies and within different supplier types. This leads to more

targeted due diligence and auditing based on the goods and services we source

and the country where the sourcing site is located and ensures we know where

to act to drive change if issues arise.

We encourage suppliers to contact the Unilever team if they face challenges in

meeting our requirements through implementing their own approaches, so that

we can endeavour to provide support and guidance. We also encourage

suppliers to share any insights that will help us improve our programmes, and

how we govern and monitor our value chain, embracing partnership in areas

where we can collaborate in a pre-competitive environment to address endemic

issues in our industries.

Prevention of late payments, specifically to SMEs

Payment terms are contractually agreed between Unilever and each supplier,

including SME suppliers. Further detail on payments to SMEs is set out within

the section on payment practices below.

Prevention and detection of corruption and bribery

Anti-corruption and anti-bribery policies

Our Code and Code Policies set out Unilever’s zero-tolerance approach towards

corruption and bribery. These prohibit both public and commercial bribery, to or

from any third party, and irrespective of financial values involved and also

explicitly prohibit facilitation payments.

Detailed written anti-corruption guidance and standards are also in place that

expand on our Code and Code Policies in relevant areas, including interactions

with public officials, brand protection, corporate transactions (M&A), customer

incentives, gifts and hospitality, grants and donations, and conflicts of interest.

As previously set out, our anti-corruption and bribery policies are communicated

and designed to be readily applied by employees. The Code and Code Policies

are available in multiple languages, and lessons are included in the annual

mandatory training.

Our partners must adhere to Unilever’s anti-corruption and bribery policies, as

defined in the RPP.

Preventing, detecting and addressing allegations or incidents of

corruption and bribery

The core processes to prevent, detect and address allegations or incidents of

corruption and bribery are the same as the processes in place for Unilever’s overall

Code and Code Policies. All potential cases of corruption and bribery related to public

officials are reported to our Chief Legal Officer and Chief Business Integrity Officer,

who oversee investigations, and the Global Code and Policy Committee determines

any sanctions.

As previously set out, breaches, lessons learned, and remedial actions related to

the Code or Code Policies are shared with various oversight committees,

including the Unilever Board’s Corporate Responsibility and Audit Committees,

the Unilever Leadership Executive, and the Global Code and Policy Committee.

In order to prevent incidents from taking place, we conduct periodic bespoke

anti-corruption and anti-bribery risk assessment exercises to determine the

business activities and geographies that require specific actions to enhance our

controls and respond to changes in our risk exposure. A range of tailor-made

measures are continuously introduced to mitigate these risks, along with

additional bespoke training.

Anti-corruption and anti-bribery training

As part of our annual mandatory Business Integrity learning programme, anti-

corruption and anti-bribery training is deployed to all employees. Unilever Board

members also receive specific training on this subject.

The training content is based on our learnings from investigations, risk

assessments and business partnering. Additional bespoke training is offered for

employees who may face a greater risk in their activities in respect of corruption

or bribery, such as those in external-facing commercial roles.

The anti-corruption and anti-bribery training programme is sponsored by the

Chief Legal Officer and Chief Business Integrity Officer and led by the Chief

Counsel – Ethics & Compliance. It is overseen by the Unilever Board’s Corporate

Responsibility Committee.

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METRICS AND TARGETS

Incidents of corruption or bribery

There have been no incidents of corruption or bribery resulting in convictions or

fines for Unilever Group companies due to violation of applicable anti-corruption

and anti-bribery laws in 2024.

In addition, there have been no deferred prosecution agreements or other

significant enforcement activity involving Unilever Group companies in 2024 that

required us to take actions to address breaches in procedures and standards of

anti-corruption and anti-bribery.

Political influence and lobbying activities

Unilever engages with governments, policymakers, regulators, non-governmental

organisations and other stakeholders involved in policy and government through

our advocacy and lobbying activities. This engagement forms a key part of

promoting and protecting Unilever’s legitimate business interests, and takes

place directly and indirectly through bodies such as trade associations and

industry groups.

Our Code and Code Policies set out how employees must manage

their business relationship with political groups. Such activity must be conducted

with honesty, integrity, openness and in compliance with local and international

laws.

Oversight of political engagement

In 2024, Unilever’s Global Head of Communications and Corporate Affairs

oversaw national government engagement and lobbying activity. Unilever’s Chief

Corporate Affairs and Sustainability Officer (CSO) oversaw engagement with

intergovernmental organisations and non-governmental organisations. Both roles

report directly to the Chief Executive Officer (CEO).

At Board level, two Non-Executive Directors hold, or have held, comparable

positions in public administration:

■Susan Kilsby is on the UK Takeover Panel and was a non-executive director at

NHS England between 2021–2023.

■Adrian Hennah was appointed as an independent member to the Council of

Imperial College London in 2024.

Neither the CEO nor any other member of the Board not listed above has held

similar roles in public administration within the two years preceding this reporting

period.

Political contributions

Unilever companies are prohibited from supporting or contributing to political

parties or candidates. All Unilever Executive and Non-Executive Directors have

confirmed that they have not made any political contributions on behalf of

Unilever in 2024 and we do not have any reported cases of breaches with the

Political Activities & Political Donations Code Policy.

Main topics covered by Unilever’s political engagement

The scale of Unilever’s business operations and the fact that many areas of the

consumer goods industry are regulated means we engage regularly with

governments and policymakers. We do this both independently and as part of

industry groups and coalitions. The main topics covered by these engagements

during 2024 are set out below.

Topic Main positions on this topic Linkages with material impacts, risks<br><br>and opportunities
Nutrition, diet and<br><br>health Unilever works with governments to create policy environments that help consumers<br><br>make healthier diet choices.<br><br>Unilever supports policies that restrict the marketing of food and beverages to children<br><br>under 16, aligning with our global commitment. ■Nutritional product quality<br><br>■Safe products<br><br>■Business integrity and ethical conduct<br><br>■Changing regulatory landscape
Plastic pollution Unilever supports public policy that aligns with our approach to reducing packaging<br><br>waste and creating a circular economy. This includes Extended Producer<br><br>Responsibility schemes, whereby producers are held accountable for the<br><br>management of their packaging after it has been used.<br><br>Unilever also supports the introduction of packaging design rules and recycled content<br><br>targets that will help increase recycling rates. Both these policies are dependent on<br><br>governments working with industry to increase the availability of high-quality recycled<br><br>plastic. We also work with governments to identify the enabling conditions to help<br><br>scale reuse and refill models.<br><br>Unilever is advocating for a legally binding UN Treaty to end plastic pollution, which<br><br>will help harmonise regulatory standards and policies across markets through global<br><br>rules and mandatory targets. ■Plastic pollution<br><br>■Extended Producer Responsibility (EPR)<br><br>schemes for packaging and other plastic taxes<br><br>■Changing regulatory landscape
Climate Unilever advocates for changes to public policy frameworks consistent with the 1.5°C<br><br>ambition of the Paris Agreement. Unilever’s main positions are that governments<br><br>should raise national climate ambition, scale up renewable energy and non-fossil<br><br>chemical feedstocks, and phase out fossil fuels, including fossil fuel subsidies.<br><br>Furthermore, Unilever works with governments to accelerate enabling conditions,<br><br>including encouraging the protection and restoration of land, forests and oceans, and<br><br>putting forward policies that incentivise regenerative agriculture.<br><br>Unilever advocates for the adoption of ISSB sustainability reporting standards as the<br><br>global baseline for non-financial reporting. ■All climate change material impacts, risks and<br><br>opportunities identified<br><br>■Changing regulatory landscape
Safety regulation Chemical and product regulations are being revised to incorporate modern safety<br><br>science and data. Unilever provides input to consultations on regulatory changes,<br><br>sharing new scientific approaches and how we apply them to safety decision-making.<br><br>We aim to have less complex regulations that promote ‘safe by design’ innovation and<br><br>the highest standards of human health and environmental protection. ■Changing regulatory landscape<br><br>■Safe products
Business operations<br><br>and trade issues Unilever works with governments, policymakers, regulators and other stakeholders to<br><br>ensure our supply chains operate efficiently and to protect our business interests and<br><br>workforce, such as trade restrictions that impact our supply chain. Changes to laws<br><br>and regulations can have a positive or negative impact on our business and how we<br><br>operate. ■Changing regulatory landscape
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Transparency Registers in the European Union

Unilever PLC is registered with the EU Transparency Register (identification number: 6200524920-25). Unilever entities are also listed in the lobbying registers of

other EU Member States, as set out below. Furthermore, we comply with the US Lobbying Disclosure Act (LDA); the LDA website provides a searchable database of

disclosure filings.

Country Name of Register Entity ID number
Germany Lobbyregister beim Deutschen Bundestag Unilever DACH R003910
Ireland Register of Lobbying Unilever UK&I 2621
Netherlands Lobbyistenregister van de Tweede Kamer Unilever N.V. n/a
Spain Direcció General de Bon Govern, Innovació i Qualitat<br><br>Democràtiques UNILEVER ESPAÑA SA 5292

Payment practices

Average payment days and percentage of invoices paid on time

Payment terms are contractually agreed between Unilever and each supplier. The global nature of our business and the variety in types of materials and services<br><br>we buy mean that our payment practices reflect local legal requirements and established local or industry practices, which can vary significantly. As a result,<br><br>suppliers have not been further subcategorised.<br><br>The average time Unilever takes to pay an invoice is calculated as the difference between the date when a payment advice is triggered by Unilever to the bank<br><br>(clearing date) and the date agreed between Unilever and its supplier from which invoice payment days start to be calculated (start of payment terms).<br><br>The percentage of invoices paid on time is calculated as the number of invoices for which the payment advice is triggered by Unilever to the bank (clearing date) on<br><br>or before the date on which Unilever must pay the invoice to the supplier as per the agreed payment terms (payment due date), divided by the total number of<br><br>invoices during the reporting period.<br><br>Small and medium-sized enterprises (SMEs) are considered to be small or medium-sized in the context of their market. The specific factors and thresholds applied<br><br>may vary depending on the market.<br><br>Entities in SAP represent around 95% of total Unilever turnover, and within this, SME identification is conducted for eight of Unilever’s largest markets, together<br><br>representing around 75% of Unilever’s global spend recorded in SAP: Brazil, China, Europe (excluding the UK), India, Indonesia, Mexico, the UK and the US. SME<br><br>identification is based on local government definitions and sourced from third-party databases. In certain cases, where available company data is limited, the third-<br><br>party databases used for this exercise use predictive modelling to estimate relevant values.

The table below sets out the standard payment terms together with the percentage of Unilever’s spend in Q4 2024. Our goal is to pay 100% of invoices within the

payment terms agreed with our suppliers. In 2024, Unilever paid over 6.9 million invoices to approximately 76k suppliers.

Standard payment terms (% spend by value) Q4 2024
Within 30 days 36%
31–60 days 19%
61–90 days 23%
>90 days 22%
Total 100%

The table below sets out the average time taken to pay supplier invoices and the percentage of payments made within the agreed terms, for all suppliers and for

those SME suppliers we can currently separately identify.

Payment metrics All suppliers SME suppliers
Average payment days 56 days 38 days
% of invoices paid on time 87% 84%

Every month, all invoices that have not been paid in accordance with the contractual terms are identified, reasons for delays are identified and actions to rectify the

issues are taken. The most common issues causing delayed payments are:

■Where we only have weekly or fixed payment, so payment is often the next payment run after the due date;

■Where there is a delay in the receipt of invoices from suppliers, particularly where payment terms are shorter; or

■Timeliness of approvals as to the appropriateness of the invoice or lack of necessary information on the invoice to process it properly.

Number of legal proceedings outstanding for late payments

Formal legal proceeding in relation to late payment brought against any Unilever entity that is ongoing as at 31 December 2024.<br><br>A determination on whether any such proceeding has been brought by an SME is made based on local legal definitions where possible, or otherwise relevant<br><br>available information such as supplier financial information considered in the context of the relevant market.

As at 31 December 2024, there were two legal proceedings outstanding for late payment, both of which related to SMEs.

292 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- GOVERNANCE DISCLOSURES
---

ENTITY-SPECIFIC DISCLOSURES

Changing regulatory landscape

Unilever is subject to national and regional laws and regulations in diverse areas

such as product and ingredient safety, chemicals management, patents,

environmental compliance, competition, data privacy, human rights due

diligence, employment and taxes.

Unilever companies and employees are required by our Code of Business

Principles to comply with the laws and regulations of the countries in which we

operate. Our legal and regulatory specialists are heavily involved in monitoring

and reviewing our practices to provide reasonable assurance that we remain

aware of and in line with all relevant laws and legal obligations. In specialist

areas, the relevant teams at global, regional or local levels are responsible for

setting detailed standards and ensuring that all employees are aware of and

comply with regulations and laws specific and relevant to their roles.

Changes to laws and regulations can have a significant positive or negative

impact on our business. Unilever engages with governments, policymakers,

regulators, non-governmental organisations and other stakeholders involved in

the development and delivery of policy as part of promoting and protecting

Unilever’s legitimate business interests. This is detailed further in our political

engagement table above.

Unilever Annual Report on Form 20-F 2024 293
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
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THIS PAGE IS INTENTIONALLY LEFT BLANK

294 Unilever Annual Report on Form 20-F 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- KPMG LLP'S INDEPENDENT ASSURANCE REPORT
---

THIS PAGE IS INTENTIONALLY LEFT BLANK

Unilever Annual Report on Form 20-F 2024 295
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- INDEX
---

DISCLOSURE REQUIREMENTS COVERED BY OUR SUSTAINABILITY STATEMENT, INCLUDING

INCORPORATION BY REFERENCE

ESRS References Page(a) TCFD(b)
ESRS2 General Information
Basis of Preparation
BP-1 General basis of preparation 224
BP-2 Disclosures in relation to specific circumstances 224
Governance
GOV-1 Oversight of sustainability matters 66†, 71-72†, 84-85†, 224
GOV-2 Sustainability matters addressed by governance bodies 92†, 224
GOV-3 Sustainability performance and incentives 102-106†, 225
GOV-4 Sustainability due diligence 225
GOV-5 Sustainability reporting controls 226
Strategy
SBM-1 Strategy and business model 2-4†, 36†, 48†, 226
SBM-2 Interests and views of stakeholders 74†, 226
SBM-3 Interaction of material IROs with strategy and business model 227
Impact, risk and opportunity management
IRO-1 Double materiality assessment process and 2024 IROs 226-227
IRO-2 Disclosure requirements in ESRS covered by the undertaking’s sustainability statement 295, 298
E2-6, E3-5, E4-6 Current and anticipated financial effects of material IROs 227
E1 Climate
Governance
ESRS2 GOV-3 Sustainability performance and incentives 102-106†, 225, 233
Strategy
E1-1 Transition plan for climate change mitigation 233
ESRS2 SBM-3 Interaction of material IROs with strategy and business model 235
Impact, risk and opportunity management
ESRS2 IRO-1 Process to identify material climate impacts, risks and opportunities 226, 230, 235
E1-2 Policies 229, 232, 240
E1-3 Actions 240
Metrics and targets
E1-4 Targets 242
E1-5 Energy consumption and mix 246
E1-6 Gross scope 1, 2, 3 and total GHG emissions 244
E1-7 GHG removals and GHG mitigation projects financed through carbon credits 247
E1-8 Internal carbon pricing 247
E1-9 Potential financial effects 227, 235
E2 Pollution
Impact, risk and opportunity management
ESRS2 IRO-1 Process to identify material pollution impacts, risks and opportunities 226, 230, 249
E2-1 Policies 229, 232, 249
E2-2 Actions 249
Metrics and targets
E2-3 Targets 250
E2-4 Pollution of air, water and soil 250-251
E2-5 Substances of concern and substances of very high concern n/a
E3 Water
Impact, risk and opportunity management
ESRS2 IRO-1 Process to identify material water impacts, risks and opportunities 226, 230, 252
E3-1 Policies 229, 232, 252
E3-2 Actions 252
Metrics and targets
E3-3 Targets 253
E3-4 Water consumption 253

(a)Incorporation by cross reference is indicated by the symbol (†).

(b)The sustainability statement is consistent with the Task Force on Climate-related Disclosures (TCFD) Recommendations and Recommended Disclosures. This column outlines how

the TCFD disclosures are mapped across the relevant sections of the sustainability statement.

| 296 | Unilever Annual Report on Form 20-F 2024 | | --- | --- || STRATEGIC REPORT | CORPORATE GOVERNANCE | FINANCIAL STATEMENTS | SUSTAINABILITY STATEMENTS | | --- | --- | --- | --- | | ESRS References | | | Page(a) | TCFD(b) | | --- | --- | --- | --- | --- | | E4 Biodiversity and Ecosystems | | | | | | Strategy | | | | | | E4-1 | Transition plan and consideration of biodiversity and ecosystems in strategy and business model | | 233, 254 | | | ESRS2 SBM-3 | Interaction of material IROs with strategy and business model | | 254 | | | Impact, risk and opportunity management | | | | | | ESRS2 IRO-1 | Process to identify material biodiversity and ecosystem impacts, risks and opportunities | 226, 230, 254 | | | | E4-2 | Policies related to biodiversity and ecosystems | 229, 232, 255 | | | | E4-3 | Actions and resources related to biodiversity and ecosystems | | 255 | | | Metrics and targets | | | | | | E4-4 | Targets related to biodiversity and ecosystems | | 256 | | | E4-5 | Impact metrics related to biodiversity and ecosystems change | | 257 | | | E5 Resource Use and Circular Economy | | | | | | Impact, risk and opportunity management | | | | | | ESRS2 IRO-1 | Process to identify material resource use and circular economy impacts, risks and opportunities | | 226, 230 | | | E5-1 | Policies | 229, 232, 258 | | | | E5-2 | Actions | | 258 | | | Metrics and targets | | | | | | E5-3 | Targets | | 258 | | | E5-4 | Resource inflows | | 260 | | | E5-5 | Resource outflows | | 260 | | | E5-6 | Potential financial effects | | 227, 262 | ■ | | S1 Own Workforce | | | | | | Strategy | | | | | | ESRS2 SBM-2 | Interests and views of stakeholders | | 226, 270 | | | ESRS2 SBM-3 | Interaction of material IROs with strategy and business model | | 227, 267 | | | Impact, risk and opportunity management | | | | | | S1-1 | Policies | 229, 270, 272 | | | | S1-2 | Engaging with own workforce and workers’ representatives | | 270, 272 | | | S1-3 | Processes to remediate impacts and channels to raise concerns | | 272, 288 | | | S1-4 | Managing impacts and risks related to own workforce | | 271-272 | | | Metrics and targets | | | | | | S1-5 | Targets | | 274 | | | S1-6 | Characteristics of the undertaking’s employees | | 274 | | | S1-7 | Characteristics of non-employees in the undertaking’s own workforce | | n/a | | | S1-8 | Collective bargaining coverage and social dialogue | | 275 | | | S1-9 | Diversity metrics | | 275 | | | S1-10 | Adequate wages | | 275 | | | S1-11 | Social protection | | 276 | | | S1-12 | Persons with disabilities | | n/a | | | S1-13 | Training and skills development metrics | | n/a | | | S1-14 | Health and safety metrics | | 277 | | | S1-15 | Work-life balance metrics | | n/a | | | S1-16 | Remuneration metrics (pay gap and total remuneration) | | 277 | | | S1-17 | Incidents, complaints and severe human rights impacts | | 278 | |

(a)Incorporation by cross reference is indicated by the symbol (†).

(b)The sustainability statement is consistent with the Task Force on Climate-related Disclosures (TCFD) Recommendations and Recommended Disclosures. This column outlines how

the TCFD disclosures are mapped across the relevant sections of the sustainability statement.

| Unilever Annual Report on Form 20-F 2024 | 297 | | --- | --- || STRATEGIC REPORT | CORPORATE GOVERNANCE | FINANCIAL STATEMENTS | SUSTAINABILITY STATEMENTS | | --- | --- | --- | --- | | ESRS References | | | Page(a) | TCFD(b) | | --- | --- | --- | --- | --- | | S2 Workers in the Value Chain | | | | | | Strategy | | | | | | ESRS2 SBM-2 | Interests and views of stakeholders | | 226, 270 | | | ESRS2 SBM-3 | Interaction of material IROs with strategy and business model | 227, 267, 279 | | | | Impact, risk and opportunity management | | | | | | S2-1 | Policies | 229, 270, 279 | | | | S2-2 | Engaging with value chain workers | | 270, 279 | | | S2-3 | Processes to remediate impacts and channels to raise concerns | | 279 | | | S2-4 | Managing impacts on value chain workers | | 271, 280 | | | Metrics and targets | | | | | | S2-5 | Targets | | 281 | | | S3 Affected Communities | | | | | | Strategy | | | | | | ESRS2 SBM-2 | Interests and views of stakeholders | | 226, 270 | | | ESRS2 SBM-3 | Interaction of material IROs with strategy and business model | | 227, 267 | | | Impact, risk and opportunity management | | | | | | S3-1 | Policies | 229, 270, 282 | | | | S3-2 | Engaging with affected communities | | 270, 282 | | | S3-3 | Processes to remediate impacts and channels to raise concerns | | 282 | | | S3-4 | Managing impacts on affected communities | | 271, 282 | | | Metrics and targets | | | | | | S3-5 | Targets | | 283 | | | S4 Consumers and End-Users | | | | | | Strategy | | | | | | ESRS2 SBM-2 | Interests and views of stakeholders | | 226, 284 | | | ESRS2 SBM-3 | Interaction of material IROs with strategy and business model | 227, 267, 284 | | | | Impact, risk and opportunity management | | | | | | S4-1 | Policies | 229, 270, 284, 286 | | | | S4-2 | Engaging with consumers and end-users | | 284, 286 | | | S4-3 | Processes to remediate impacts and channels to raise concerns | | 284 | | | S4-4 | Managing impacts, risks and opportunities related to consumers and end-users | | 285-286 | | | Metrics and targets | | | | | | S4-5 | Targets | | 285 | | | G1 Business Conduct | | | | | | Governance | | | | | | ESRS2 GOV-1 | Oversight of sustainability matters | 70†, 84†, 224, 287 | | | | Impact, risk and opportunity management | | | | | | ESRS2 IRO-1 | Process to identify material business conduct impacts, risks and opportunities | | 226, 287 | | | G1-1 | Business conduct policies and corporate culture | | 229, 287 | | | G1-2 | Management of relationships with suppliers | | 289 | | | G1-3 | Prevention and detection of corruption and bribery | | 289 | | | Metrics and targets | | | | | | G1-4 | Incidents of corruption or bribery | | 290 | | | G1-5 | Political influence and lobbying activities | | 290 | | | G1-6 | Payment practices | | 291 | |

(a)Incorporation by cross reference is indicated by the symbol (†).

(b)The sustainability statement is consistent with the Task Force on Climate-related Disclosures (TCFD) Recommendations and Recommended Disclosures. This column outlines how

the TCFD disclosures are mapped across the relevant sections of the sustainability statement.

| 298 | Unilever Annual Report on Form 20-F 2024 | | --- | --- || STRATEGIC REPORT | CORPORATE GOVERNANCE | FINANCIAL STATEMENTS | SUSTAINABILITY STATEMENTS | | --- | --- | --- | --- |

EU LEGISLATION DATA POINTS

Disclosure<br><br>requirement Data point SFDR<br><br>reference Pillar 3<br><br>reference Benchmark<br><br>regulation<br><br>reference EU<br><br>Climate Law<br><br>reference Page /<br><br>relevance
ESRS 2 GOV-1 21 (d) Board's gender diversity 84
ESRS 2 GOV-1 21 (e) Percentage of Board members who are<br><br>independent 85
ESRS 2 GOV-4 30 Statement on sustainability due diligence 225
ESRS 2 SBM-1 40 (d) i Involvement in activities related to fossil fuel<br><br>activities Not relevant
ESRS 2 SBM-1 40 (d) ii Involvement in activities related to chemical<br><br>production Not relevant
ESRS 2 SBM-1 40 (d) iii Involvement in activities related to controversial<br><br>weapons Not relevant
ESRS 2 SBM-1 40 (d) iv Involvement in activities related to cultivation<br><br>and production of tobacco Not relevant
ESRS E1-1 14 Transition plan to reach climate neutrality by<br><br>2050 233
ESRS E1-1 16 (g) Undertakings excluded from Paris-aligned<br><br>benchmarks Not relevant
ESRS E1-4 34 GHG emission reduction targets 242
ESRS E1-5 38 Energy consumption from fossil sources<br><br>disaggregated by sources 246
ESRS E1-5 37 Energy consumption and mix 246
ESRS E1-5 40-43 Energy intensity associated with activities in<br><br>high climate impact sectors 246
ESRS E1-6 44 Gross Scope 1, 2, 3 and total GHG emissions 245
ESRS E1-6 53-55 Gross GHG emissions intensity 245
ESRS E1-7 56 GHG removals and carbon credits 247
ESRS E1-9 66 Exposure of the benchmark portfolio to climate-<br><br>related physical risks Not relevant
ESRS E1-9 66 (a) Disaggregation of monetary amounts by acute<br><br>and chronic physical risk Not relevant
ESRS E1-9 66 (c) Location of significant assets at material<br><br>physical risk Not relevant
ESRS E1-9 67 (c) Breakdown of the carrying value of its real<br><br>estate assets by energy efficiency classes Not relevant
ESRS E1-9 69 Degree of exposure of the portfolio to climate-<br><br>related opportunities Not relevant
ESRS E2-4 28 Amount of each pollutant listed in Annex II of<br><br>the E-PRTR Regulation emitted to air, water<br><br>and soil 250
ESRS E3-1 9 Water and marine resources 252
ESRS E3-1 13 Dedicated policy Not relevant
ESRS E3-1 14 Sustainable oceans and seas Not relevant
ESRS E3-4 28 (c) Total water recycled and reused 253
ESRS E3-4 29 Total water consumption in m3 per net revenue<br><br>on own operations 253
ESRS 2 SBM 3 - E4 16 (a) i Biodiversity sensitive areas 254
ESRS 2 SBM 3 - E4 16 (b) Land impacts 254
ESRS 2 SBM 3 - E4 16 (c) Threatened species 254
ESRS E4-2 24 (c) Sustainable oceans/seas practices or policies Not relevant
ESRS E4-2 24 (d) Policies to address deforestation 232, 255
ESRS E5-5 37 (d) Non-recycled waste 261
ESRS E5-5 39 Hazardous waste and radioactive waste 261
ESRS 2 SBM3 - S1 14 (f) Risk of incidents of forced labour 267
ESRS 2 SBM3 - S1 14 (g) Risk of incidents of child labour 267
ESRS S1-1 20 Human rights policy commitments 270
ESRS S1-1 21 Sustainability due diligence policies on issues<br><br>addressed by the fundamental International<br><br>Labour Organization Conventions 1 to 8 270, 271
ESRS S1-1 22 Processes and measures for preventing<br><br>trafficking in human beings 270
ESRS S1-1 23 Workplace accident prevention policy or<br><br>management system 270
ESRS S1-3 32 (c) Grievance/complaints handling mechanisms 272
ESRS S1-14 88 (b), (c) Number of fatalities and number and rate of<br><br>work-related accidents 277
Unilever Annual Report on Form 20-F 2024 299
--- --- STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS
--- --- --- --- Disclosure<br><br>requirement Data point SFDR<br><br>reference Pillar 3<br><br>reference Benchmark<br><br>regulation<br><br>reference EU<br><br>Climate Law<br><br>reference Page /<br><br>relevance
--- --- --- --- --- --- --- ---
ESRS S1-14 88 (e) Number of days lost to injuries, accidents,<br><br>fatalities or illness 277
ESRS S1-16 97 (a) Unadjusted gender pay gap 277
ESRS S1-16 97 (b) Excessive CEO pay ratio 277
ESRS S1-17 103 (a) Incidents of discrimination 278
ESRS S1-17 104 (a) Non-respect of UNGPs on Business and<br><br>Human Rights and OECD guidelines 278
ESRS 2 SBM3 – S2 11 (b) Significant risk of child labour or forced labour<br><br>in the value chain 271
ESRS S2-1 17 Human rights policy commitments 270
ESRS S2-1 18 Policies related to value chain workers 270
ESRS S2-1 19 Non-respect of UNGPs on Business and<br><br>Human Rights principles and OECD guidelines 270, 271
ESRS S2-1 19 Sustainability due diligence policies on issues<br><br>addressed by the fundamental International<br><br>Labour Organization Conventions 1 to 8 271
ESRS S2-4 36 Human rights issues and incidents connected<br><br>to its upstream and downstream value chain 271
ESRS S3-1 16 Human rights policy commitments 270
ESRS S3-1 17 Non-respect of UNGPs on Business and<br><br>Human Rights, ILO principles or OECD<br><br>guidelines 270
ESRS S3-4 36 Human rights issues and incidents 282
ESRS S4-1 16 Policies related to consumers and end-users 284
ESRS S4-1 17 Non-respect of UNGPs on Business and<br><br>Human Rights and OECD guidelines 270
ESRS S4-4 35 Human rights issues and incidents 284
ESRS G1-1 10 (b) United Nations Convention against Corruption Not relevant
ESRS G1-1 10 (d) Protection of whistleblowers Not relevant
ESRS G1-4 24 (a) Fines for violation of anti-corruption and anti-<br><br>bribery laws 290
ESRS G1-4 24 (b) Standards of anti-corruption and anti-bribery Not relevant

For further information about

Unilever please visit our website:

www.unilever.com

Unilever PLC

Head Office

100 Victoria Embankment

London EC4Y 0DY

United Kingdom

T +44 (0)20 7822 5252

Registered Office

Unilever PLC

Port Sunlight

Wirral

Merseyside CH62 4ZD

United Kingdom

Registered in England and Wales

Company Number: 41424

UNILEVER PLC — 20-F EXHIBIT LIST

Exhibit Description of Exhibit
1.1 Articles of Association of Unilever PLC1
2.1 Twenty-Sixth Supplemental Trust Deed as of May 16, 2024, incorporating the Trust Deed as of July 22, 1994 as<br><br>Amended and Restated on May 16, 2024
2.2 Amended and Restated Indenture as of July 26, 2023, among Unilever Capital Corporation, Unilever PLC, Unilever<br><br>United States, Inc. and The Bank of New York Mellon, as Trustee, relating to Guaranteed Debt Securities2
2.3 Second Amended and Restated Deposit Agreement dated as of July 1, 2014 by and among Unilever PLC and Deutsche<br><br>Bank Trust Company Americas, as Depositary, and the Holders and Beneficial Owners of American Depositary Shares<br><br>issued thereunder3
2.4 Description of Securities Registered Under Section 12 of the Exchange Act4
4.1 Service Contracts of the Executive Directors of Unilever PLC
4.2 Letters regarding compensation of Executive Directors of Unilever PLC
4.3 Unilever North America Omnibus Equity Compensation Plan As Amended and Restated as of November 22, 20225
4.4 The Performance Share Plan6
4.5 Unilever Share Plan 20177
8.1 List of Subsidiaries8
11.1 Share Dealing Standard
12.1 Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section 302 of the<br><br>Sarbanes-Oxley Act of 2002
13.1 Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section 906 of the<br><br>Sarbanes-Oxley Act of 2002
15.1 Consent of KPMG LLP
17.1 Subsidiary Guarantors and Issuers of Guaranteed Securities
97.1 Recovery Policy
101 The following financial information from Unilever PLC’s Annual Report on Form 20-F for the fiscal year ended December<br><br>31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) consolidated income statement for the<br><br>years ended December 31, 2024, 2023 and 2022, (ii) consolidated statement of comprehensive income for the years<br><br>ended 31 December 2024, 2023 and 2022, (iii) consolidated statement of changes in equity for the year ended 31<br><br>December 2024, 2023 and 2022, (iv) consolidated balance sheet as of December 31, 2024 and 2023, (vi) consolidated<br><br>cash flow statement for the years ended December 31, 2024, 2023 and 2022, and (vii) notes to the consolidated financial<br><br>statements.
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

Certain instruments which define rights of holders of long-term debt of the Company and its subsidiaries are not being filed because the total

amount of securities authorized under each such instrument does not exceed 10% of the total consolidated assets of the Company and its

subsidiaries. The Company and its subsidiaries hereby agree to furnish a copy of each such instrument to the Securities and Exchange

Commission upon request.

1 Incorporated by reference to Exhibit 1.1 of Form 20-F (File No: 001-04546) filed with the SEC on March 9, 2022.
2 Incorporated by reference to Exhibit 4(A) of Form F-3 (File No: 333-273447) filed with the SEC on July 26, 2023.
3 Incorporated by reference to Exhibit 99(A) of Form F-6 (File No: 333-196985) filed with the SEC on June 24, 2014.
4 Incorporated by reference to Exhibit 2.5 of Form 20-F (File No: 001-04546) filed with the SEC on March 9, 2020.
5 Incorporated by reference to Exhibit 99.1 of Form S-8 (File No: 333-185299) filed with the SEC on December 12, 2022.
6 Incorporated by reference to Exhibit 4.7 of Form 20-F (File No: 001-04546) filed with the SEC on March 9, 2022
7 Incorporated by reference to Exhibit 4.9 of Form 20-F (File No: 001-04546) filed with the SEC on February 28, 2018.
8 The required information is set forth on pages 200 to 209 of the Annual Report on Form 20-F 2024.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the

undersigned to sign this Annual Report on its behalf.

Unilever PLC.
(Registrant)
/s/ M.Varsellona
M.Varsellona,
Chief Legal Officer and Group Secretary
Date: 13 March 2025

a11unilever-articlexofxa

Articles of Association and Special and other resolutions of UNILEVER PLC Incorporated 21 June 1894 Company No. 41424 5 May 2021 Contents Table of Contents of Articles of Association and Special and other Resolutions Certificate of Incorporation of Lever Brothers, Limited ...6 Certificate of change of name to Lever Brothers & Unilever Limited ......................................................................................7 Certificate of change of name to Unilever limited ..............8 Certificate of Incorporation as a public company 9 Articles of Association...........................................................................10 Article Interpretation 1 Exclusion of Model Articles ....................................................10 2 Definitions .........................................................................................10 Limited Liability 3 Limited Liability..............................................................................11 Share Capital 4 Rights attached to shares ......................................................11 5 Redemption of shares ..............................................................11 6 Trusts not recognised.................................................................11 7 Allotment of shares.....................................................................11 8 Payment of commission...........................................................11 9 Modification of rights ................................................................11 Evidence of Title to Shares 10 Uncertificated shares.................................................................11 11 Certificated shares ......................................................................12 12 Replacement of certificates...................................................12 13 Execution of share certificates.............................................12 Lien 14 Company’s lien on shares not fully paid ......................12 15 Enforcing lien by sale.................................................................12 16 Validity of sales ..............................................................................13 17 Application of proceeds of sale..........................................13 Calls on Shares 18 Calls.......................................................................................................13 19 Payment on calls...........................................................................13 20 Liability of joint holders............................................................13 21 Interest due on non-payment..............................................13 22 Sums due on allotment to be treated as calls..........13 23 Power to differentiate................................................................13 24 Payment of calls in advance .................................................13 Forfeiture of Shares 25 Notice may be given if call or instalment not paid...............................................................................................13 26 Form of notice.................................................................................13 27 Forfeiture of shares if non-compliance with notice.........................................................................................13 28 Notice after forfeiture ................................................................13 29 Sale of forfeited shares.............................................................14 30 Arrears to be paid notwithstanding forfeiture..........14 31 Effect of forfeiture.........................................................................14 32 Statutory declaration as to forfeiture.............................14 Transfer of Shares 33 Transfer................................................................................................14 34 Execution of transfer ..................................................................14 Right to decline to register transfer of partly paid shares ..................................................................14 36 Further rights to decline to register transfer...............14 37 Notice of refusal ............................................................................14 38 No fee payable on registration...........................................15 Transmission of Shares 39 Transmission of registered shares on death..............15 Entry of transmission in register .........................................15 41 Election of person entitled by transmission ...............15 42 Rights of person entitled by transmission ...................15 Conversion of Shares into Stock 43 Conversion of shares into stock..........................................15 44 Rights of stockholders...............................................................15 Share Warrants to Bearer Issue of share warrants ............................................................15 46 Bearer of warrants deemed a member of the Company.............................................................................16 47 Restrictions on attending and voting at meetings ......................................................................................16 48 One name only to be received as holder of share warrant............................................................................16 51 Issue of deposit certificate in respect of share warrants .........................................................................16 Surrender of deposit certificate ..........................................16 51 Restriction on exercise of rights of membership .....16 52 Issue of new share warrants .................................................16 53 Transfer of share warrants......................................................16 54 Issue of shares on surrender of share warrants.......16 Untraced Shareholders Sale of shares of untraced shareholders......................16 56 Cessation of sending dividend payments...................17 Alteration of Capital 57 Sub-division......................................................................................17 58 Fractions.............................................................................................17 General Meetings 59 Notice of General Meetings - Omission or non- receipt of notice.............................................................................17 Proceedings at General Meetings Quorum...............................................................................................17 61 Dissolution and adjournment of meeting if quorum not present................................................................17 62 Chair of general meeting........................................................17 63 Attendance of Directors ...........................................................18 64 Postponement of general meetings................................18 Adjournments and notice of adjournment.................18 66 Amendments to resolutions..................................................18 67 Arrangements for participation in general meetings....................................................................18 68 Security, health and safety and other arrangements at general meetings................................19 Unilever Articles of Association 35 40 45 50 55 60 65 2 Contents Unilever Articles of Association 70 75 80 85 90 95 100 105 110 Table of Contents of Articles of Association and Special and other Resolutions continued Voting 69 Method of voting ..................................................................................19 Effect of properly demanded poll .............................................20 71 When poll to be taken.......................................................................20 72 Continuance of business after demand for poll..............20 73 Voting rights.............................................................................................20 74 Voting rights of joint holders.........................................................20 Exercise of voting rights for incapable member..............20 76 No right to vote where sums still payable ...........................20 77 Suspension of rights where non-disclosure of interest ..........................................................................................................................20 78 Objections.................................................................................................21 Proxies 79 Appointment of proxies ...................................................................22 Receipt of proxies .................................................................................22 81 Maximum validity of proxy.............................................................22 82 Form of proxy...........................................................................................22 83 Determination of authority............................................................22 Appointment, Retirement and Removal of Directors 84 Number of Directors ...........................................................................22 Shareholding qualification............................................................22 86 Power for Directors to fill casual vacancies or appoint additional Directors........................................................23 87 Retirement of Directors.....................................................................23 88 Meeting to fill up vacancies ..........................................................23 89 Persons eligible as Directors.........................................................23 Provisions if no eligible persons available ..........................23 91 Provisions if insufficient eligible persons elected...........23 92 Power to remove Director by special resolution..............23 93 Disqualification of Directors .........................................................23 94 Alternate Directors ..............................................................................23 Executive Directors ..............................................................................24 96 Non-Executive Directors...................................................................24 Remuneration and Expenses of Directors 97 Directors’ remuneration...................................................................24 98 Extra remuneration.............................................................................24 99 Expenses ....................................................................................................24 Directors’ Interests Conflicts of interest requiring board authorisation ......24 101 Other conflicts of interest................................................................25 102 Benefits........................................................................................................25 103 Quorum and voting requirements............................................25 104 General........................................................................................................26 Powers and Duties of the Directors General powers of Company vested in Directors ...........26 106 Establishment of local boards ....................................................26 107 Powers of attorney...............................................................................26 108 Delegation to individual Directors............................................27 109 Registers.....................................................................................................27 Power to borrow money and give security ..........................27 111 Pensions......................................................................................................27 112 Provision for employees...................................................................28 Proceedings of the Directors 113 Meetings of Directors..................................................................................28 114 Notice of meetings ......................................................................................28 115 Quorum..........................................................................................................28 116 Effect of vacancies in number of Directors...........................................28 117 Power to appoint chair...............................................................................28 118 Competence of meetings..........................................................................28 119 Voting..............................................................................................................28 120 Delegation to committees........................................................................28 121 Delegation to Chief Executive Officer....................................................29 122 Participation in meetings by telephone................................................29 123 Resolution in writing ...................................................................................29 124 Validity of acts of Directors or committee.............................................29 125 Minutes to be made....................................................................................29 Seals 126 Use of seals....................................................................................................29 Dividends and Other Payments 127 Application of profits..................................................................................29 128 Declaration of dividends ...........................................................................29 129 Interim dividends.........................................................................................29 130 Dividends to be paid according to amounts paid up on shares..................................................................................................30 131 Debts may be deducted ............................................................................30 132 Dividend not to bear interest against the Company.........................30 133 Payment procedures...................................................................................30 134 Unclaimed dividends..................................................................................30 135 Dividends in specie......................................................................................30 Capitalisation of Profits 136 Power to capitalise profits.........................................................................31 137 Scrip Dividends.............................................................................................31 138 Settlement of difficulties in distribution on capitalisation of profits..............................................................................31 Record Dates and Accounting Records 139 Record dates .................................................................................................32 140 Inspection of records ..................................................................................32 Service of Notices and Other Documents 141 Service of notices .........................................................................................32 142 Members resident abroad........................................................................32 143 When notice deemed served ...................................................................32 144 Service of notice to person entitled by transmission.........................33 145 Notice when post not available and notice given by advertisement............................................................................................... 33 Destruction of Documents 146 Consequences of destruction of documents.......................................33 Winding-Up 147 Order of priority in winding-up ................................................................33 Indemnity 148 Indemnification of Directors.....................................................................34 149 Indemnification of Directors.....................................................................34 3 Contents Capital Alterations 12th October, 1937........................................................................................... 35 Special Resolution for Reduction of Capital to £117,000,000; conversion of 4,015,310 7 per cent. Cumulative Preference Shares of £1 each into 4,015,310 5 per cent. Cumulative Preference Shares of £1 each; consolidation of 24,850,752 20 per cent. Cumulative Preferred Ordinary Shares of 5s. each and conversion into 6,212,688 Ordinary Shares of £1 each; conversion of 7,000,000 20 per cent. Cumulative A Preferred Ordinary Shares of £1 each into 7,000,000 Ordinary Shares of £1 each; subdivision of 2,150,000 Ordinary Shares of £10 each into 21,500,000 Ordinary Shares of £1 each; increase of capital to £141,418,750; conversion of unissued shares into stock when issued and fully paid; and change of name of Company to Lever Brothers & Unilever Limited 15th November, 1937...................................................................................... 36 Order of the High Court sanctioning the Scheme of Arrangement and Amalgamation between Unilever Limited and its Stockholders and Lever Brothers, Limited and confirming the reduction of the capital to £117,000,000 15th November, 1937...................................................................................... 37 Minute approved by the Court on reduction of capital 30th November, 1937...................................................................................... 38 Certificate of registration of the above mentioned Order of the High Court and Minute on reduction of capital 27th February, 1952 ......................................................................................... 39 Special Resolution to change name of Company to Unilever Limited 20th September, 1966 .................................................................................... 39 Special Resolutions for Reduction of Capital by the cancellation of assented Preferential Stock (as defined in the Scheme of Arrangement dated 25th August, 1966 between Unilever Limited and its six classes of members) and of the 1,655,310 unissued 5 per cent. Cumulative Preference Shares of £1 each and the 24,338,251 unissued 8 per cent. Cumulative A Preference Shares of £1 each; increase of capital to £141,418,750; redesignation of Preference and Preferred Ordinary Stock and Shares 24th October, 1966........................................................................................... 40 Order of the High Court sanctioning (with modifications) Scheme of Arrangement dated 25th August, 1966, between Unilever Limited an reduction of the capital to £64,274,506; approving Minute (on reduction of capital) as set forth in the Second Schedule to the Order 5th December, 1966......................................................................................... 48 Certificate of registration on 2nd December, 1966 of the above mentioned Order of the High Court dated 24th October, 1966 and relative Minute on reduction of capital 12th December, 1983...................................................................................... 49 Special Resolution for the Reduction of Capital by the cancellation of 24,993,904 Ordinary Shares and the increase of the authorised Capital to £141,418,750 24th January, 1984............................................................................................ 50 Order of the High Court confirming the reduction of capital from £141,418,750 to £135,170,274 and Minute approved by the Court 14th February, 1984 ......................................................................................... 52 Certificate of registration on 27th January, 1984 of the above mentioned Order of the High Court dated 24th January, 1984 and relative Minute on reduction of capital 23rd January, 1989............................................................................................ 53 Special Resolution for the Reduction of Capital by the repayment of the 7 per cent. and 5 per cent. First Cumulative Preference Stocks, the 8 per cent. Second Cumulative Preference Stock and the 20 per cent. Third Cumulative Preferred Ordinary Shares 23rd January, 1989............................................................................................ 53 Extraordinary Resolution at Class Meeting of the holders of the 7 per cent. First Cumulative Preference relating to the Reduction of Capital referred to above 23rd January, 1989............................................................................................ 54 Extraordinary Resolutions at Class Meetings of the holders of 5 per cent. First Cumulative Preference Stocks and the 8 per cent. Second Cumulative Preference Stock relating to the Reduction of Capital referred to above 23rd January, 1989............................................................................................ 55 Extraordinary Resolutions at Class Meeting of the holders of the 20 per cent. Third Cumulative Preferred Ordinary Shares relating to the Reduction of Capital referred to above 27th February, 1989 ......................................................................................... 56 Order of the High Court confirming the Reduction of Capital from £141,418,750 to £136,275,682 and Minute approved by the Court 13th March, 1989 ............................................................................................... 58 Certificate of registration on 2nd March, 1989 of the above mentioned Order of the High Court dated 27th Table of Contents of Articles of Association and Special and other Resolutions continued Unilever Articles of Association 4


Contents Unilever Articles of Association Table of Contents of Articles of Association and Special and other Resolutions continued Special and other Resolutions 18th June, 1931 ...................................................................................................59 Resolution for Conversion of Shares into Stock 12th July, 1951......................................................................................................59 Resolution of Ordinary Stockholders sanctioning modification of the terms of the Agreement dated 28th June, 1946 between Lever Brothers & Unilever N.V. and the Company referred to in Article 3 of the Company’s Articles of Association 27th October, 1961...........................................................................................60 Resolution re-converting the issued Ordinary Stock into Ordinary Shares of 5s. 0d. each and sub-dividing the unissued Ordinary Shares of £1 each into Ordinary Shares of 5s. 0d. each Special Resolution relating to resolutions for conversion of Shares into Stock ceasing to apply to the Ordinary Share capital 17th May, 1978 ....................................................................................................60 Resolution re-converting 20 per cent. Third Cumulative Preferred Ordinary Stock into Shares 9th April, 1981 ......................................................................................................61 Resolution of the Directors to re-register as a public company and to amend the Memorandum of Association 18th May, 1983....................................................................................................61 Special Resolution adopting new Clause 3 of the Memorandum of Association 20th May, 1987 ....................................................................................................62 Resolution sub-dividing the Ordinary Shares of 25p each into Ordinary Shares of 5p each Special Resolution adopting new Articles of Association 3rd May, 1989.......................................................................................................62 Special Resolution amending the Articles of Association on repayment of Preference Stocks and Preferred Ordinary Shares Special Resolution amending Article 145(a) of the Articles of Association ...................................................................................63 Special Resolution adopting new Article 117 of the Articles of Association....................................................................................63 4th May, 1994.......................................................................................................65 Special Resolution amending Article 110 and adopting new Article 158 of the Articles of Association Special Resolution adopting new Article 127 of the Articles of Association......................................................................65 3rd May, 1995.......................................................................................................66 Special Resolution adopting new Articles 14, 128 and 141 of the Articles of Association Special Resolution adopting new Articles 57 and 134 of the Articles of Association..................................................66 Special Resolution adopting new Articles 75 and 76 of the Articles of Association......................................................................67 6th May, 1997.......................................................................................................68 Special Resolution amending Articles 2, 35, 38, 39, 56, 57, 141, 145, 147, 150, 152 and 153 and adopting new Articles 12.1, 12.2, 34, 37, 42 and 70 of the Articles of Association 22nd September, 1997...................................................................................71 Special Resolution adopting new Article 9 and amending Article 83 4th May, ...................................................................................................................72 Special Resolution adopting new Article 9 and amending Article 83 9th May, 2001.......................................................................................................73 Special Resolution amending Articles 2, 69, 72, 85, 92, 93, 104, 105, 121, 126, 129, 150, 151 and 152 and adopting new Articles 89, 90, 91 and 95 12th May, 2004....................................................................................................75 Special Resolution amending Articles 2, 77, 118 and 134, adopting new Articles 74, 97, 101, 103, 108, 109 and 130, and deleting Articles 107, 127, 132 and 133 Special Resolution amending Articles 3, 11, 44, 56, 72, 77 75, 110, 144, 145, 156 and 158 .................................................................. 77 11th May, 2005....................................................................................................78 Special Resolution amending Articles 107 and 108 and substituting Articles 130 and 159 9th May, 2006.......................................................................................................79 Special resolution substituting Articles 9, 11(C), 99, 101, 102 and 103 and amending Article 109 16th May, 2007 ....................................................................................................81 Special resolutions amending Articles 2, 9, 83, 90(C), 109, 151 and 154 and substituting Article 155(A) 14th May, 2008....................................................................................................82 Special resolution adopting new Articles of Association of the Company 12th May, 2010....................................................................................................82 Special resolution adopting new Articles of Association of the Company 11th May, 2011....................................................................................................83 Special resolution amending Article 111 9th May, 2012.......................................................................................................84 Special resolution adopting new Article 69 Special resolution amending Articles 65, 67(A), 70, 88, 90 5th May, 2021.......................................................................................................85 Special resolution amending (as renumbered) Articles 2, 9, 11,16,18, 24, 30, 32, 33, 36(B), 39, 41, 42, 46, 47, 49, 51, 54, 55, 58, 59, 60, 61, 62, 63, 65(A), 66, 67, 68, 69, 70, 71, 72, 73, 75, 76, 77(C), 78, 79, 80(A), 81, 86, 89, 90, 91, 92, 93, 94, 95, 96, 97, 99, 100, 101, 102, 103, 104, 110(C), 111, 114,116, 117, 119, 122, 126, 127, 128, 129, 131, 133, 134, 137(G), 140, 141,142, 144 and 148, adopting (as renumbered) new Articles 64 and 149 and deleting (as previously numbered) Article 61, 151 and 152 5 Certificates I hereby Certify that LEVER BROTHERS, LIMITED is this day Incorporated under the Companies Acts, 1862 to 1890, and that the Company is Limited. Given under my hand at London this Twenty-first day of June, One thousand eight hundred and ninety-four. Fees and Deed Stamps: £51 5s. 0d. Stamp Duty on Capital: £1,500. J. S. PURCELL, Registrar of Joint Stock Companies. Certificate of Incorporation of Lever Brothers, Limited No. 41424 C N.L. 40439 Unilever Articles of Association 6 Certificates Unilever Articles of Association Certificate of change of name to Lever Brothers & Unilever Limited No. 41424 I hereby Certify that LEVER BROTHERS, LIMITED having, with the sanction of a Special Resolution of the said Company and with the approval of the BOARD OF TRADE, changed its name, is now called LEVER BROTHERS & UNILEVER LIMITED, and I have entered such new name on the Register accordingly. Given under my hand at London, this Thirty-first day of December, One thousand nine hundred and thirty-seven. P. MARTIN, Registrar of Companies. 7 Certificates Certificate of change of name to Unilever limited No. 41424 I hereby Certify that LEVER BROTHERS & UNILEVER LIMITED having, with the sanction of a Special Resolution of the said Company and with the approval of the BOARD OF TRADE, changed its name, is now called UNILEVER LIMITED, and I have entered such new name on the Register accordingly. Given under my hand at London, this First day of March, One thousand nine hundred and fifty-two. J. D. TODD, Registrar of Companies. pursuant to Section 18(3) of the Companies Act 1948 Unilever Articles of Association 8


Certificates Unilever Articles of Association Certificate of Incorporation on as a public company No. 41424 I hereby Certify that UNILEVER PLC has this day been re-registered under the Companies Acts 1948 to 1980 as a public company, and that the company is limited. Dated at Cardiff the 1st June, 1981. D. B. NOTTAGE, Registrar of Companies. 9 Articles Interpretation Exclusion of Model Articles 1 No articles set out in any statute, or in any statutory instrument made under any statute, concerning companies shall apply as articles of the Company. Definitions 2 In these articles unless the context otherwise requires: “address”, includes a number or address used for sending or receiving documents or information by electronic means; “these articles” means these articles of association as altered from time to time by special resolution and the expression “this article” shall be construed accordingly; “the auditors” means the auditors for the time being of the Company or, in the case of joint auditors, any one of them; “the Bank of England base rate” means the base lending rate most recently set by the Monetary Policy Committee of the Bank of England in connection with its responsibilities under Part 2 of the Bank of England Act 1998; “certificated share” means a share which is not an uncertificated share; “clear days” in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect; “combined physical and electronic general meeting” means any general meeting (including any general meeting of the holders of any class of shares in the Company) convened and held in accordance with these Articles and which allows participants to attend in person at a physical location(s) specified in the notice of such general meeting or via an electronic platform; “the Companies Acts” means every statute (including any order, regulations or other subordinated legislation made under it) from time to time in force concerning companies in so far as the same applies to the Company; “Company” means Unilever PLC; “the Directors” means the Board of Directors of the Company for the time being; “electronic platform” means any form of electronic communications platform or facility (or combination of such platforms or facilities) and includes, without limitation, website addresses, application technology and conference call systems; “the holder” in relation to any shares means the member whose name is entered in the register as the holder of those shares; “the office” means the registered office for the time being of the Company; “paid up” means paid up or credited as paid up; “participating class” means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system; “person entitled by transmission” means a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the register; “physical general meeting” means any general meeting of the Company (including any general meeting of the holders of any class of shares in the Company) attended by persons present in person at a physical location(s) specified in the notice of such general meeting but not via an electronic platform; “the register” means the register of members of the Company; “seal” means any common or official seal that the Company may be permitted to have under the Companies Acts; “the Secretary” means the secretary of the Company and includes an assistant or deputy secretary and any person appointed by the Directors to perform any of the duties of the secretary; “shares” includes stock; “uncertificated share” means a share of a class which is for the time being a participating class, title to which is recorded on the register as being held in uncertificated form; “the uncertificated securities rules” means provisions of the Companies Acts relating to the holding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provision; “United Kingdom” means Great Britain and Northern Ireland; references to a document being executed include references to its being executed under hand or under seal or by any other method except authentication as specified by the Companies Acts; references to a document being signed or to signature include references to it being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts; references to writing include references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise and written shall be construed accordingly; for the purposes of any combined physical and electronic general meeting, references to a person being “present” at a general meeting of the Company (or any separate general meeting of the holders of any class of shares in the Company), and including references to a person being “present in person”, shall not be taken exclusively as references to a person being in the same location as other persons who are attending such meeting, but shall be deemed to include a person who is attending such meeting through an electronic platform; subject to Article 9(A), the provisions of these articles relating to meetings or general meetings of the Company and to the proceedings at such meetings or general meetings shall apply to separate meetings of any holders of a class of shares; words or expressions to which a particular meaning is given by the Companies Acts or the uncertificated securities rules in force when these articles or any part of these articles are adopted bear the same meaning in these articles or that part (as the case may be) save that the word “company” shall include any body corporate; references to a meeting shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person; and headings and notes are included only for convenience and shall not affect construction; Articles of Association Unilever Articles of Association 10 Articles Unilever Articles of Association words or expressions denoting the singular shall include the plural and vice versa, and words or expressions denoting one gender shall include any other gender. Limited liability Limited liability 3 The liability of members of the Company is limited to the amount, if any, unpaid on the shares in the Company held by them. Share capital Rights attached to shares 4 Subject to the provisions of the Companies Act and to any rights conferred on the holders of any other shares, any share may be issued with or have attached to it such rights and restrictions as the Company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Directors may decide. Such rights and restrictions shall apply to the relevant shares as if the same were set out in these articles. Redemption of shares 5 Subject to the provisions of the Companies Acts and to any rights conferred on the holders of any class of shares, any share may be issued which is to be redeemed, or is to be liable to be redeemed at the option of the Company or the holder. The Directors may determine the terms, conditions and manner of redemption of any redeemable share so issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these articles. Trusts not recognised 6 Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice of it) any interest in any share other than an absolute right to the whole of the share in the holder. Allotment of shares 7 Subject to the provisions of the Companies Acts these articles and to any resolution passed by the Company and without prejudice to any rights attaching to existing shares, the Directors may offer, allot, grant options over or otherwise deal with or dispose of shares in the Company to such persons, at such times and for such consideration and upon such terms as the Directors may decide. Payment of commission 8 The Company may in connection with the issue of any shares or the sale for cash of treasury shares exercise all powers of paying commission and brokerage conferred or permitted by the Companies Acts. Any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly- paid shares or other securities or partly in one way and partly in the other. Modification of rights 9 (A) So long as the capital is divided into different classes of shares, but subject to the Companies Acts, all or any of the rights and privileges attached to each class may from time to time be modified or abrogated in any manner with the consent in writing of the holders of three-fourths of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of the class. To any such general meeting all the provisions of these articles as to general meetings of the Company shall mutatis mutandis apply but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the capital paid up on the issued shares of the class (excluding any shares of that class held as treasury shares), that every holder of shares of the class shall be entitled on a poll to one vote for every such share held by them, that every holder of shares of the class present in person or by proxy may demand a poll and that if at any adjourned meeting a quorum as above defined be not present those of such holders who are present in person or by proxy shall be a quorum. (B) Subject as aforesaid the rights and privileges attached to any class shall for the purposes of this article not be deemed to be modified unless the modification prejudicially affects such rights or privileges. Evidence of title to shares Uncertificated shares 10 (A) Pursuant and subject to the uncertificated securities rules, the Directors may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is for the time being a participating class. The Directors may also, subject to compliance with the uncertificated securities rules, determine at any time that title to any class of shares may from a date specified by the Directors no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system. (B) In relation to a class of shares which is, for the time being, a participating class and for so long as it remains a participating class, no provision of these articles shall apply or have effect to the extent that it is inconsistent in any respect with: (i) the holding of shares of that class in uncertificated form; (ii) the transfer of title to shares of that class by means of a relevant system; and (iii) any provision of the uncertificated securities rules, and, without prejudice to the generality of this article, no provision of these articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the Operator, so long as that is permitted or required by the uncertificated securities rules, of an Operator register of securities in respect of that class of shares in uncertificated form. 11 Articles (C) Shares of a class which is for the time being a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the uncertificated securities rules, and the Directors shall record on the register of members that the shares are held in certificated or uncertificated form as appropriate. (D) If, under these articles or the Companies Acts, the Company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these articles and the Companies Acts, such entitlement shall include the right of the board to: (i) require the holder of that uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the board requires; (ii) appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they had been taken by the registered holder of that share; and (iii) take such other action that the board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share. (E) Unless the Directors otherwise determine, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form. However, shares held in uncertificated form shall not be treated as forming a class which is separate from certificated shares with the same rights. (F) Unless the Directors otherwise determine or the uncertificated securities rules otherwise require, any shares issued or created out of or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares. (G) The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption; in particular, any provision of these articles which requires or envisages that action will be taken in reliance on information contained in the register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled). Certificated shares 11 Subject to the provisions of the uncertificated securities rules, the rules of any relevant system and these articles, every person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the register as a holder of any certificated shares shall be entitled, without payment, to receive within two months after allotment or lodgment of a transfer to them of the shares or within two months after the relevant Articles of Association of Unilever Plc continued Operator-instruction is received by the Company (or within such other period as the terms of issue shall provide) one certificate for all the shares of any one class or several certificates each for one or more of the shares of the class in question upon payment for every certificate after the first of such reasonable out- of-pocket expenses as the Directors may from time to time decide. In the case of a certificated share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A member who has transferred some of the shares comprised in their holding shall be entitled to a certificate for the balance without charge. Replacement of certificates 12 If a share certificate is defaced, worn out, lost or destroyed, it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of the costs and any exceptional out-of- pocket expenses of the Company in investigating the evidence and preparing the indemnity as the Directors may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company. Execution of share certificates 13 Every share certificate shall be executed under a seal or in such other manner as the Directors having regard to the terms of issue and any listing requirements may authorise and shall specify the number and class of shares to which it relates and the amount or respective amounts paid up on the shares. The Directors may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical means or may be printed on them or that the certificates need not be signed by any person. Lien Company’s lien on shares not fully paid 14 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all amounts payable to the Company (whether presently or not) in respect of that share. The Company’s lien on a share shall extend to all distributions and other amounts payable in respect of it. The Directors may at any time either generally or in any particular case waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this article. Enforcing lien by sale 15 The Company may sell, in such manner as the Directors may decide, any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 7 clear days after a notice in writing has been served on the holder of the shares, demanding payment and stating that if the notice is not complied with the shares may be sold. For giving effect to the sale the Directors may authorise some person to transfer the shares sold to or in accordance with the directions of the purchaser. Unilever Articles of Association 12


Articles Unilever Articles of Association Validity of sales 16 The transferee shall be registered as the holder of the shares and they shall not be bound to see to the application of the purchase money, nor shall their title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. After their name has been registered the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. Application of proceeds of sale 17 The net proceeds, after payment of the costs, of the sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as it is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale and upon surrender, if required by the Company, for cancellation of the certificate for the shares sold) be paid to the holder immediately before the sale. Calls on Shares Calls 18 The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium) and not payable on a date fixed by or in accordance with the terms of issue, and each member shall (subject to the Company serving upon them at least fourteen clear days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on their shares. A call may be revoked or postponed as the Directors may decide. A person upon whom a call is made shall remain liable for the call notwithstanding the subsequent transfer of the shares in respect of which the call was made. Payment on calls 19 call may be made payable by instalments and shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed. Liability of joint holders 20 The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share. Interest due on non-payment 21 If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Directors may decide, and all expenses that have been incurred by the Company by reason of such non-payment, but the Directors shall be at liberty in any case or cases to waive payment of the interest or expenses wholly or in part. Sums due on allotment to be treated as calls 22 Any sum which becomes payable on allotment or on any other date fixed by or in accordance with the terms of issue, whether on account of the nominal amount of the share or by way of premium, shall be deemed to be a call made, notified and payable on the date on which, by the terms of issue, it becomes payable and, in case of nonpayment, all the relevant provisions of these articles as to payment of interest, forfeiture or otherwise shall apply as if the sum had become payable by virtue of a call properly made and notified. Power to differentiate 23 The Directors may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment. Payment of calls in advance 24 The Directors may, if they think fit, receive from any member who is willing to advance all or any part of the moneys uncalled and unpaid upon any shares held by such member and upon all or any of the moneys so advanced may (until they would, but for the advance, become presently payable) pay interest at such rate, (not exceeding the Bank of England base rate by more than five percentage points unless the Company by ordinary resolution shall otherwise direct) as the Directors may decide. Forfeiture of shares Notice may be given if call or instalment not paid 25 If any call or instalment of a call remains unpaid on any share after the day appointed for payment, the Directors may at any time serve a notice on the holder requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued, and all expenses that may have been incurred by the Company by reason of such non- payment. Form of notice 26 The notice shall name a further day (not being less than fourteen clear days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that in the event of non-payment on or before the day and at the place appointed, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited. The Directors may accept the surrender of any share liable to be forfeited and, in that event, references in these articles to forfeiture shall include surrender. Forfeiture of shares if non-compliance with notice 27 If the requirements of the notice are not complied with, any share in respect of which it was given may, at any time before payment of all calls or instalments and interest due in respect of it has been made, be forfeited by a resolution of the Directors to that effect and the forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited shares and not paid before the forfeiture. Notice after forfeiture 28 When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share but no forfeiture shall be invalidated by any omission or neglect to give the notice. 13 Articles Sale of forfeited shares 29 Until cancelled in accordance with the requirements of the Companies Acts, a forfeited share shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was, before forfeiture, the holder or to any other person upon such terms and in such manner as the Directors shall decide, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled by the Directors on such terms as the Directors may decide. Arrears to be paid notwithstanding forfeiture 30 A person whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate for the forfeited shares but shall remain liable to pay to the Company all moneys which at the date of the forfeiture were payable by them to the Company in respect of those shares with interest thereon at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Directors may decide from the date of forfeiture until payment, and the Company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited or for any consideration received on their disposal. Effect of forfeiture 31 The forfeiture of a share shall involve the extinction of all interest in and also of all claims and demands against the Company in respect of the share and all other rights incident to the share, except only such of those rights as by these articles are expressly saved. Statutory declaration as to forfeiture 32 A statutory declaration that the declarant is a Director of the Company or the Secretary and that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The Company may receive the consideration (if any) given for the share on its sale, re-allotment or disposition and the Directors may authorize some person to transfer the share to the person to whom it is sold, re-allotted or disposed of and, if the share is in registered form, they shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall their title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal. Transfer of Shares Transfer 33 Subject to such of the restrictions of these articles as may be applicable: (A) any member may transfer all or any of their uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in the uncertificated securities rules, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and (B) any member may transfer all or any of their certificated shares by an instrument of transfer in any usual form or in any other form which the Directors may approve. Execution of transfer 34 The instrument of transfer of a certificated share shall be executed by or on behalf of the transferor and (in the case of a partly paid share) the transferee, and the transferor shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the register in respect of it. All instruments of transfer, when registered, may be retained by the Company. The transfer books may be closed during such time as the Directors think fit, not exceeding in the whole thirty days in each year. Right to decline to register transfer of partly paid shares 35 The Directors can decline to register any transfer of any share which is not a fully paid share. Further rights to decline to register transfer 36 (A) Registration of a transfer of an uncertificated share can be declined in the circumstances set out in uncertificated securities rules, and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four. (B) The Directors may decline to register any transfer of a certificated share unless: (i) the instrument of transfer is duly stamped or duly certified or otherwise shown to the satisfaction of the Directors to be exempt from stamp duty and is left at the office or such other place as the Directors may from time to time determine accompanied (save in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued) by the certificate for the share to which it relates and such other evidence as the Directors may reasonably require to show the right of the person signing the instrument of transfer to make the transfer and, if the instrument of transfer is signed by some other person on their behalf, the authority of that person so to do; (ii) the instrument of transfer is in respect of only one class of share; and (iii) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four. (C) For all purposes of these articles relating to the registration of transfers of shares, the renunciation of the allotment of any shares by the allottee in favour of some other person shall be deemed to be a transfer and the Directors shall have the same powers of refusing to give effect to such a renunciation as if it were a transfer. Notice of refusal 37 If the Directors decline to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged or, in the case of uncertificated shares, within two months after the date on which the relevant Operator-instruction is received, send to the transferee notice of the refusal. Articles of Association of Unilever Plc continued Unilever Articles of Association 14 Articles Unilever Articles of Association No fee payable on registration 38 No fee shall be charged by the Company for registering any transfer or document relating to or affecting the title to any share or for making any other entry in the register. Transmission of Shares Transmission of registered shares on death 39 If a member dies, the survivor or survivors, where he or she was a joint holder, and his or her personal representatives, where he or she was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his or her shares; but nothing contained in these articles shall release the estate of a deceased holder from any liability in respect of any share held by him or her solely or jointly with other persons. Entry of transmission in register 40 Where the entitlement of a person to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law is proved to the satisfaction of the Directors, the Directors shall cause the entitlement of that person to be noted in the register. Election of person entitled by transmission 41 Any person entitled by transmission to a share may, subject as provided elsewhere in these articles, elect either to become the holder of the share or to have some person nominated by them registered as the holder. If the person entitled by transmission to a share elects to be registered themselves, they shall give notice to the Company to that effect. If they elect to have another person registered, they shall transfer title to the share to that person. All the provisions of these articles relating to the transfer of shares shall apply to the notice or transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or transfer was given or executed by the member. Rights of person entitled by transmission 42 Where a person becomes entitled by transmission to a share, the rights of the holder in relation to that share shall cease, but the person entitled by transmission to the share may give a good discharge for any dividends or other moneys payable in respect of it and shall have the same rights in relation to the share as they would have had if they were the holder of it, provided that, in order to vote at any general meeting in respect thereof, they shall have satisfied the Directors of their entitlement 48 hours at least before the time of holding the meeting at which they propose to vote, or the Directors have previously admitted their right to vote in respect thereof. The Directors may at any time give notice requiring the person to elect either to be registered themselves or to transfer the share and if the notice is not complied with within sixty days the Directors may withhold payment of all dividends and other moneys payable in respect of the share until the requirements of the notice have been complied with or, where the share is fully paid up, may deem the person to have elected to be registered as a member in respect thereof and they may be registered accordingly. Conversion of Shares into Stock Conversion of shares into stock 43 The Company in general meeting may convert any paid-up shares (excluding any shares held as treasury shares) into stock and may reconvert any stock into paid-up shares of any denomination. When any shares have been converted into stock the several holders of such stock may thenceforth transfer their respective interests therein or any part of such interest in the same manner and subject to the same regulations and restrictions as and subject to which shares in the Company’s capital may then be transferred or as near thereto as circumstances will admit. But the Directors may from time to time, if they think fit, fix the minimum amount of stock transferable, and direct that fractions of a pound shall not be dealt with, with power, nevertheless, at their discretion to waive such rules in any particular case. Rights of stockholders 44 The stock shall confer on the holders thereof respectively the same privileges and advantages as regards participation in profits and voting at meetings of the Company, and for other purposes as would have been conferred by shares of equal amount in the capital of the Company, of the same class as the shares from which such stock was converted, but so that none of such privileges or advantages except the participation in profits of the Company or in the assets of the Company on a winding-up shall be conferred by any such aliquot part of stock as would not, if existing in shares, have conferred such privileges or advantages. No such conversion shall prejudice or affect any preference or other special privilege attached to the shares so converted. Save as aforesaid all the provisions herein contained shall, so far as circumstances will admit, apply to stock as well as to shares. The stock resulting from the conversion of any class of shares into stock shall be described in the same manner as such class with the substitution of the word “stock” for shares. Share Warrants to Bearer Issue of share warrants 45 The Company is hereby authorised to issue share warrants under the powers given by the Companies Acts, and the Directors may accordingly, with respect to any shares which are fully paid-up (in any case in which they shall in their discretion think fit so to do), upon an application in writing signed by the person registered as the holder of such shares and authenticated by such statutory declaration or other evidence (if any) as the Directors may from time to time require as to the identity of the person signing the request, and upon receiving the certificate (if any) of such shares, and the amount of the stamp duty on such warrant, or if the Company shall previously have compounded for such stamp duty, then such sum (if any) as the Directors may determine in respect of the amount payable for such composition, and such fee as the Directors may from time to time require, issue under a seal at the expense in all respects of the person applying for the same a warrant duly stamped stating that the bearer of the warrant is entitled to the shares therein specified, and may, in any case in which a warrant is so issued, provide by coupons or otherwise for the payment of the future dividends or other moneys on the shares included in such warrant. 15 Articles Bearer of warrants deemed a member of the Company 46 Subject to the provisions of these articles and of the Companies Acts, the bearer of a warrant shall be deemed to be a member of the Company and shall be entitled to the same privileges and advantages as they would have had if their name had been included in the register as the holder of the shares specified in such warrant. Restrictions on attending and voting at meetings 47 No person shall as bearer of a warrant, be entitled (a) to sign a requisition for calling a meeting or to give notice of intention to submit a resolution to a meeting, or (b) to attend or vote by themselves or their proxy, or exercise any privilege as a member at a meeting, unless they shall, in case (a) before or at the time of lodging such requisition or giving such notice of intention as aforesaid, or in case (b) three days at least before the day fixed for the meeting, have deposited at the office or at such other place as may be specified in the notice the warrant in respect of which they claim to act, attend or vote as aforesaid, and unless the warrant shall remain so deposited until after the meeting and any adjournment thereof shall have been held. One name only to be received as holder of share warrant 48 Not more than one name shall be received as that of the holder of a warrant. Issue of deposit certificate in respect of share warrants 49 To any person so depositing a warrant there shall be delivered a certificate stating their name and address, and describing the shares included in the warrant so deposited, and bearing the date of issue of the certificate, and such certificate shall entitle them, or their proxy duly appointed, as hereinafter provided, to attend and vote at any general meeting held within three months from the date of the certificate in the same way as if they were the registered holder of the shares specified in the certificate. Surrender of deposit certificate 50 Upon delivery up of the certificate to the Company, the bearer of the certificate shall be entitled to receive the warrant in respect of which the certificate was given. Restriction on exercise of rights of membership 51 The holder of a warrant shall not, save as aforesaid, be entitled to exercise any right as a member, unless (if called upon by any Director or the Secretary so to do) they produce their warrant and state their name and address. Issue of new share warrants 52 The Directors may from time to time make regulations as to the terms upon which, if they in their discretion think fit, a new warrant or coupon may be issued in any case in which a warrant or coupon may have been worn out, defaced or destroyed, but no new warrant may be issued to replace one that has been destroyed unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed. Transfer of share warrants 53 The shares included in any warrant shall be transferred by the delivery of the warrant without any written transfer and without registration, and to shares so included the provisions hereinbefore contained with reference to the transfer of shares shall not apply. Issue of shares on surrender of share warrants 54 Upon the surrender of their warrant together with the outstanding dividend coupons, if any, in respect thereof to the Company for cancellation, the bearer of a warrant shall be entitled to have their name entered as a member in the register in respect of the shares included in the warrant, but the Company shall in no case be responsible for any loss or damage incurred by any person by reason of the Company entering in its register upon the surrender of a warrant the name of any person not the true and lawful owner of the warrant surrendered. Untraced Shareholders Sale of shares of untraced shareholders 55 The Company is entitled to sell any shares of a member or shares to which a person is entitled by transmission on death or bankruptcy or otherwise by operation of law (for the purposes of this Article 55, the “relevant holder”) provided that: (A) during the qualifying period at least three cash dividends in respect of the shares have become payable on the shares and no cash dividend in respect of those shares has either been claimed by presentation to the paying bank of the relative cheque or warrant or been satisfied by the transfer of funds to a bank account designated by the relevant holder of, the shares, (B) following the expiry of the qualifying period, the Company has sent a notice or caused a notice to be sent: (i) in hard copy form to the last known physical address that the Company has for the relevant holder; or (ii) in electronic form to the last known email address that the Company has for the relevant holder, stating the Company’s intention to sell the relevant shares. Before sending such notice, the Company must have used reasonable efforts to trace the relevant holder, including engaging a professional asset reunification company or other tracing agent if the Company considers appropriate (in its sole discretion), and (C) during the period of three months following the sending of a notice referred to in sub-paragraph (B) above, the Company has not received any communication from the relevant holder. For the purpose of this Article 55, “the qualifying period” means the period of twelve years immediately preceding the date of sending of a notice referred to in sub-paragraph (B) above. If, during the period beginning at the commencement of the qualifying period and ending on the date when the requirements of sub-paragraphs (A) to (C) above are satisfied, any further shares have been issued to such relevant holder during such period and all the requirements of sub-paragraphs (A) to (C) above have been satisfied in regard to the further shares (but as if the words “following the expiry of the qualifying period” were omitted from sub-paragraph (B) above), the Company is also entitled to sell the further shares. To give effect to any sale of shares pursuant to this article, the Directors may authorise any person to transfer the shares in question and an instrument of transfer executed by that person shall be as effective as if it had been executed by the relevant holder of the shares. The transferee’s title to the shares shall not be affected by any irregularity or invalidity in the proceedings relating to the sale. Articles of Association of Unilever Plc continued Unilever Articles of Association 16


Articles Unilever Articles of Association The net proceeds of such sale (after payment of the costs of the sale) shall be forfeited by the relevant holder and shall belong to the Company. The Company shall not be liable in any respect nor be required to account to the former relevant holder of the shares or any other person previously entitled to the shares in question for an amount in respect of such proceeds (or any part thereof). The Company shall be entitled to use or invest the net proceeds of such sale for the Company’s benefit in any manner that the Directors may from time to time see fit. Cessation of sending dividend payments 56 The Company may cease to send any cheque or warrant or other financial instrument through the post or employ any other means of payment, including by means of a relevant system, for any dividend payable on any shares in the Company which is normally paid in that manner on those shares if either (a) in respect of at least two consecutive dividends payable on those shares the cheques or warrants or other financial instruments have been returned undelivered or remain uncashed or that means of payment has failed or (b) following one such occasion reasonable enquiries have failed to establish any new address or account of the registered holder. Subject to the provisions of these articles, the Company may recommence sending cheques or warrants or other financial instruments or employing such other means in respect of dividends payable on those shares if the holder or person entitled by transmission requests such recommencement in writing. Alteration of Capital Sub-division 57 Any resolution authorising the Company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others. Fractions 58 Whenever as a result of a consolidation, any members would become entitled to fractions of a share, the Directors may deal with the fractions as they think fit and in particular may sell the shares representing the fractions to any person (including, subject to the provisions of the Companies Acts, the Company) and distribute the net proceeds of sale in due proportion among those members and the Directors may authorise some person to transfer or deliver the shares to, or in accordance with the directions of, the purchaser. The person to whom any shares are transferred or delivered shall not be bound to see to the application of the purchase moneys nor shall their title to the shares be affected by any irregularity in, or invalidity of, the proceedings relating to the sale. General Meetings Notice of General Meetings – Omission or non-receipt of notice 59 (A) The accidental omission to give any notice of a meeting or the accidental omission to send any document relating to any meeting, or the non- receipt (even if the Company becomes aware of such non-receipt) of any such notice or document or other information, by any person entitled to receive the notice or document shall not invalidate the proceedings at that meeting; and (B) a member present in person or by proxy at a meeting shall be deemed to have received proper notice of that meeting and, where applicable, of the purpose of that meeting. PROCEEDINGS AT GENERAL MEETINGS Quorum 60 No business shall be transacted at any general meeting (except the declaration and sanction of a dividend) unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chair which shall not be treated as part of the business of the meeting. Save as otherwise provided by these articles, seven members present in person or by proxy and entitled to vote shall be quorum for all purposes. Dissolution and adjournment of meeting if quorum not present 61 If within five minutes (or such longer time not exceeding one hour as the chair of the meeting may decide to wait) after the time appointed for the commencement of the meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved and in any other case it shall stand adjourned to such other day (not being less than ten clear days later) and at such other time or place or places (including, for a combined physical and electronic general meeting, the electronic platform) as the chair of the meeting may decide and at such adjourned meeting one member present in person or by proxy and entitled to vote (whatever the number of shares held by them) shall be a quorum and the notice of the adjourned meeting shall state that one member present in person or by proxy and entitled to vote (whatever the number of shares held by them) shall be a quorum. Chair of general meeting 62 The chair (if any) of the Directors or, in his or her absence, a vice chair (if any) shall preside as chair at every general meeting. If (i) there is no chair or vice chair; or (ii) at any meeting neither the chair nor any vice chair is present within five minutes after the time appointed for the commencement of the meeting; or (iii) neither the chair nor any vice chair is willing to act as chair; or (iv) during the course of a meeting, the chair of the meeting has ceased to be present at the meeting and is unable to rejoin the meeting within five minutes, the chair of the meeting shall be chosen as follows: (a) the Directors present at the meeting shall choose one of their number to act; or (b) if one Director only is present he or she shall preside as chair if willing to act; or (c) in case of the situations described in sub¬paragraphs (i) to (iii) inclusive of this article, if no 17 Articles Director is present, or if each of the Directors present declines to take the chair, the persons present and entitled to vote shall appoint one of their number to be chair; or (d) in case of the situation described in sub¬paragraph (iv) of this article only, if no Director is present, or if each of the Directors present declines to take the chair the person nominated by the Directors to act as chair of the meeting in such circumstances shall preside as the chair, or if no such person has been nominated, the persons present at the meeting and entitled to vote at the general meeting shall appoint one of their number as chair. The chair of a general meeting may take such action as the chair thinks fit to maintain the proper and orderly conduct of the meeting. Attendance of Directors 63 Each Director shall be entitled to attend and speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company. Postponement of general meetings 64 The Directors may resolve to postpone any general meeting or move the place or places (including, for a combined physical and electronic general meeting, the electronic platform) of such meeting before the time at which it is to be held, except where the postponement or move would be contrary to applicable law. The Directors may give notice of a postponement or move as they think fit but any failure to give notice of a postponement or move does not invalidate the postponement or move or any resolution passed at a postponed or moved meeting. Notice of the business of a postponed or moved meeting does not need to be given again. If a meeting is postponed or moved, the appointment of a proxy for that meeting is valid if it is done in accordance with these articles and received not less than 48 hours before the commencement of the postponed or moved meeting to which it relates. The Directors can also postpone or move a postponed or moved meeting under this Article 64. Adjournments and notice of adjournment 65 (A) The chair may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either sine die or to another time or place, or move the meeting to another location (including, for a combined physical and electronic general meeting, changing the electronic platform), where it appears to him or her that (a) the members wishing to attend cannot be conveniently, safely or securely accommodated in the place appointed for the meeting or (b) the conduct of persons prevents or is likely to prevent the orderly continuation of business or (c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted or (d) in the case of a combined physical and electronic general meeting, the electronic platform(s) have become inadequate for the purposes referred to in Articles 67(C) and 67(D) below. In addition, the chair may at any time with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting either sine die or to another time or place, or move the meeting to another location (including, for a combined physical and electronic general meeting, changing the electronic platform). When a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the Directors. No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place. (B) When a meeting is adjourned for three months or more, or sine die, or if business is to be transacted at an adjourned meeting the general nature of which was not stated in the notice of the original meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided in this article, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting. Amendments to resolutions 66 In the case of a resolution duly proposed as a special resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon and in the case of a resolution duly proposed as an ordinary resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon unless either at least two working days prior to the date appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed notice in writing of the terms of the amendment and intention to move the same has been received by the Company at the office or the chair of the meeting in his or her absolute discretion decides that it may be considered or voted upon. With the consent of the chair of the meeting, an amendment may be withdrawn by its proposer before it is put to the vote. Arrangements for participation in general meetings 67 (A) The Directors shall determine if a general meeting shall be held as a physical general meeting or as a combined physical and electronic general meeting. The Directors shall determine where the relevant physical location or locations (which may be in the United Kingdom or elsewhere) shall be. (B) In determining whether persons are attending or participating in a general meeting, it is immaterial whether any two or more members attending it are in the same location as each other or how they are able to communicate with each other. Two or more persons who are not in the same location as each other shall be taken to be attending a general meeting and count towards the quorum of it if their circumstances are such that, if they have (or were to have) the rights to speak and vote at that meeting (whether in person or by proxy), they are (or would be) able to exercise those rights to participate in the business of the meeting. A combined physical and electronic general meeting shall be duly constituted and its proceedings valid if the chair of the meeting is satisfied that adequate facilities are available throughout the meeting (including the use of the electronic platform) to ensure that members attending the meeting who are not present together at the same place are able to exercise such rights to participate in the business of the meeting. (C) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate during the meeting to all those attending the meeting any information and opinions which that person has on the business of the meeting, regardless of the location from which the person attends the general meeting. Articles of Association of Unilever Plc continued Unilever Articles of Association 18 Articles Unilever Articles of Association (D) A person is able to exercise the right to vote at a general meeting when, (i) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and (ii) that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting, in each case regardless of the location from which the person attends the general meeting. (E) The Directors may make whatever arrangements they consider appropriate (including, in the case of a combined physical and electronic general meeting, the use of an electronic platform) to enable those attending a general meeting to exercise their rights to speak or vote at the meeting. For a combined physical and electronic general meeting, the Directors may make any arrangement and impose any requirement or restriction as is: (i) necessary to ensure the identification of those accessing, taking part and the security of the electronic communication; and (ii) proportionate to a person having the ability to exercise their rights to speak and vote at that meeting. In this respect, the Directors are able to authorise any voting application, system or facility for combined physical and electronic general meetings as they see fit. (F) The Directors may permit persons who are not otherwise entitled to attend or participate in the business of general meetings to (i) be present at the general meeting or (ii) have a reasonable opportunity to be able to view and hear the proceedings of the general meeting and to address the meeting from any other location by use of any means of communication (including an electronic platform). Those persons shall not be treated as being present at or to be able to vote at the meeting but shall be entitled to address the meeting unless the chair of the meeting determines, in connection with the keeping of good order at the meeting or otherwise, that (either in respect of a particular person or generally) (a) the right to address the meeting is withdrawn, (b) the permission to attend the meeting is withdrawn or (c) where the participation by such persons in the meeting is through an electronic platform or by any other means of communication, that such electronic platform or other means of communication may be withdrawn. The business concluded at the general meeting shall not be treated as invalid by reason of the failure of such persons to view or hear all or any part of the proceedings of the meeting or by any determination of the chair of the meeting in accordance with parts (a), (b) or (c) of this article above. (G) The Directors may from time to time make arrangements for controlling or regulating the level of attendance at any physical venue for the hosting of the general meeting arranged by the Company (the “principal meeting place”) (including, without limitation, the issue of tickets or the imposition of some other means of selection, or limiting attendance by shareholders to certain meeting venues only) that they, in their absolute discretion, think appropriate, and can change those arrangements at any time. If, pursuant to those arrangements, a person entitled to attend such general meeting is not able to attend in person or (in the case of a member) by proxy at the principal meeting place, he or she may attend in person or (in the case of a member) by proxy at another location (whether or not previously advertised) for which arrangements have been made by the Company in the absolute discretion of the Directors such that such person can exercise those rights described in sub-paragraph (C) above. A member present in person or (in the case of a member) by proxy at such location may be counted in the quorum and may exercise those rights described in sub-paragraph (C) above. The entitlement of any such person to be present at such location in person or (in the case of a member) by proxy shall be subject to any such arrangements then in force regarding the safety, security and orderly conduct of the meeting. The notice of meeting does not have to give details of any arrangements under this sub-paragraph (F) of this Article 67. The Company will so far as practicable notify members of details of these arrangements prior to the relevant general meeting, including by way of a public announcement. The failure to notify members in accordance with this Article 67 shall not invalidate the business conducted at the general meeting. (H) Persons seeking to attend or participate in a general meeting via an electronic platform shall be responsible for ensuring that they have access to the facilities (including, without limitation, systems, equipment and connectivity) which are necessary to enable them to do so. Unless the meeting is adjourned by the chair in accordance with the provisions of Article 65, any inability of a person or persons to attend or participate in a general meeting via an electronic platform will not affect the validity of such meeting, or any business conducted at such meeting up to the point of adjournment, or any action taken pursuant to such meeting. (I) The provisions of this Article 67 shall apply to any adjourned or postponed or moved general meeting, mutatis mutandis. Security, health and safety and other arrangements at general meetings 68 The Directors may direct that persons wishing to attend any general meeting should submit to such searches or other security, health and safety or other arrangements or restrictions as the Directors shall consider appropriate in the circumstances and shall be entitled in their absolute discretion to (or to authorise some one or more persons to) refuse entry to, or to eject from, such general meeting any person who fails to submit to such searches or to otherwise comply with such security, health and safety or other arrangements or restrictions. The notice of meeting does not have to give details of any such arrangements or restrictions under this Article 68. The presence of such arrangements or restrictions shall not invalidate the business conducted at the general meeting. Voting Method of voting 69 At any general meeting which is being hosted physically at a specific location only, a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is properly demanded. Without prejudice to the other provisions of this article, the chair may, in his or her absolute discretion, demand a poll on all or some of the resolutions put to 19 Articles the vote of the meeting before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll. Subject to the Companies Acts, a poll may be demanded by: (A) the chair of the meeting, or (B) at least three members present in person or by proxy and entitled to vote, or (C) any member or members present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all the members having the right to attend and vote at the meeting; or (D) any member or members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid-up sums in the aggregate equal to not less than one-tenth of the total sum paid-up on all the shares conferring that right. (E) Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chair that a resolution has been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost and an entry to that effect in the minutes of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution. At a combined physical and electronic general meeting, a resolution put to the vote of the meeting shall be decided on a poll, and any such poll will be deemed to have been validly demanded at the time fixed for holding the meeting to which it relates. Effect of properly demanded poll 70 If a poll is demanded it shall be taken in such manner as the chair shall direct and he or she may appoint scrutineers who need not be members. The chair may decide how and when the result of the poll is to be declared. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. When poll to be taken 71 A poll demanded on the election of a chair, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or on such date (being not later than thirty days after the date of the demand) and at such time and place as the chair shall direct. It shall not be necessary (unless the chair otherwise directs) for notice to be given of a poll. Continuance of business after demand for poll 72 The demand for a poll (other than on the election of a chair of the meeting or on a question of adjournment) shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded, and it may be withdrawn with the consent of the chair at any time before the close of the meeting or the taking of the poll, whichever is the earlier, and in that event shall not invalidate the result of a show of hands declared before the demand was made. Voting rights 73 On a show of hands, members shall be entitled to vote at a general meeting in accordance with the Companies Acts. For this purpose, where a proxy is given discretion as to how to vote on a show of hands, this shall be treated as an instruction by the relevant member to vote in the way in which the proxy elects to exercise that discretion. On a poll every member who is present in person or by proxy shall have one vote for every 31/9 pence nominal of capital held by them of whatever class. Voting rights of joint holders 74 In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding. Exercise of voting rights for incapable member 75 A member in respect of whom an order has been made by any competent court or official on the ground that they are or may be suffering from mental disorder or is otherwise incapable of managing their affairs may vote at any general meeting of the Company and may exercise any other right conferred by membership in relation to general meetings by or through any person authorised in such circumstances to do so on their behalf (and that person may vote by proxy) provided that evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote or such other right shall be received by the Company not later than the last time at which appointments of proxies should have been received in order to be valid for use at that meeting or on the holding of that poll. No right to vote where sums still payable 76 No member shall, unless the Directors otherwise decide, be entitled to vote (either personally or by proxy) at any general meeting of the Company or upon a poll or to exercise any other right conferred by membership in relation to general meetings or polls unless all calls or other sums presently payable by them in respect of shares in the Company have been paid. Suspension of rights where non-disclosure of interest 77 (A) Where the holder of any shares in the Company, or any other person appearing to be interested in those shares, fails to comply within the relevant period with any statutory notice in respect of those shares or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, the Company may give the holder of those shares a further notice (a “restriction notice”) to the effect that from the service of the restriction notice those shares will be subject to some or all of the relevant restrictions, and from service of the restriction notice those shares shall, notwithstanding any other of these articles, be subject to those relevant restrictions accordingly. For the purpose of enforcing the relevant restriction referred to in sub-paragraph (iii) of the definition of “relevant restrictions”, the Directors may give notice to the relevant member requiring the member to change the relevant shares held in uncertificated form to certificated form by the time stated in the notice. The notice may also state that the member may not change any of the relevant Articles of Association of Unilever Plc continued Unilever Articles of Association 20


Articles Unilever Articles of Association shares held in certificated form to uncertificated form. If the member does not comply with the notice, the Directors may authorise any person to instruct the Operator to change the relevant shares held in uncertificated form to certificated form. (B) If after the service of a restriction notice in respect of any shares the Directors are satisfied that all information required by any statutory notice relating to those shares or any of them from their holder or any other person appearing to be interested in the shares the subject of the restriction notice has been supplied, the Company shall, within seven days, cancel the restriction notice. The Company may at any time at its discretion cancel any restriction notice or exclude any shares from it. The Company shall cancel a restriction notice within seven days after receipt of a notice in writing that the relevant shares have been transferred pursuant to an arm’s length sale. (C) Where any restriction notice is cancelled or ceases to have effect in relation to any shares, any moneys relating to those shares which were withheld by reason of that notice shall be paid without interest to the person who would but for the notice have been entitled to them or as they may direct. (D) Any new shares in the Company issued in right of any shares subject to a restriction notice shall also be subject to the restriction notice, and the Directors may make any right to an allotment of the new shares subject to restrictions corresponding to those which will apply to those shares by reason of the restriction notice when such shares are issued. (E) Any holder of shares on whom a restriction notice has been served may at any time request the Company to give in writing the reason why the restriction notice has been served, or why it remains uncancelled, and within 14 days of receipt of such a notice the Company shall give that information accordingly. (F) If a statutory notice is given by the Company to a person appearing to be interested in any share, a copy shall at the same time be given to the holder, but the failure or omission to do so or the non-receipt of the copy by the holder shall not invalidate such notice. (G) This article is in addition to, and shall not in any way prejudice or affect, the statutory rights of the Company arising from any failure by any person to give any information required by a statutory notice within the time specified in it. For the purpose of this article a statutory notice need not specify the relevant period, and may require any information to be given before the expiry of the relevant period. (H) In this article: a sale is an “arm’s length sale” if the Directors are satisfied that it is a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the holder or with any person appearing to be interested in such shares and shall include a sale made by way of or in pursuance of acceptance of a takeover offer and a sale made through a recognised investment exchange or any other stock exchange outside the United Kingdom. For this purpose an associate (within the definition of that expression in any statute relating to insolvency in force at the date of adoption of this article) shall be included amongst the persons who are connected with the holder or any person appearing to be interested in such shares; “person appearing to be interested” in any shares shall mean any person named in a response to a statutory notice or otherwise notified to the Company by a member as being so interested or shown in any register or record kept by the Company under the Companies Acts as so interested or, taking into account a response or failure to respond in the light of the response to any other statutory notice and any other relevant information in the possession of the Company, any person whom the Company knows or has reasonable cause to believe is or may be so interested; “person with a 0.25 per cent interest” means a person who holds, or is shown in any register or record kept by the Company under the Companies Acts as having an interest in, shares in the Company which comprise in total at least 0.25 per cent in number or nominal value of the shares of the Company (calculated exclusive of any shares held as treasury shares), or of any class of such shares (calculated exclusive of any shares of that class held as treasury shares), in issue at the date of service of the restriction notice; “relevant period” means a period of 14 days following service of a statutory notice; “relevant restrictions” mean in the case of a restriction notice served on a person with a 0.25 per cent interest that: (i) the shares shall not confer on the holder any right to attend or vote either personally or by proxy at any general meeting of the Company or at any separate general meeting of the holders of any class of shares in the Company or to exercise any other right conferred by membership in relation to general meetings; (ii) the Directors may withhold payment of all or any part of any dividends or other moneys payable in respect of the shares and the holder shall not be entitled to receive shares in lieu of dividend; and (iii) the Directors may decline to register a transfer of any of the shares which are certificated shares, unless such a transfer is pursuant to an arm’s length sale and in any other case mean only the restriction specified in sub-paragraph (i) of this definition; and “statutory notice” means a notice served by the Company under the Companies Acts requiring particulars of interests in shares or of the identity of persons interested in shares. Objections 78 If: (A) any objection shall be raised to the qualification of any voter, or (B) any votes have been counted which ought not to have been counted or which might have been rejected, or (C) any votes are not counted which ought to have been counted, the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless it is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chair of the meeting and shall only vitiate the decision of the meeting on any resolution if the chair decides that the same may have affected the decision of the meeting. The decision of the chair on such matters shall be conclusive. 21 Articles Proxies Appointment of proxies 79 An appointment of a proxy shall be in writing signed by the appointor or their duly authorised attorney or, if the appointor is a corporation, shall either be executed under its seal or signed by an officer, attorney or other person authorised to sign it. If a member appoints more than one proxy and the proxy forms appointing those proxies would give those proxies the apparent right to exercise votes on behalf of the member in a general meeting over more shares than are held by the member, then each of those proxy forms will be invalid and none of the proxies so appointed will be entitled to attend, speak or vote at the relevant general meeting. Receipt of proxies 80 (A) The appointment of a proxy must: (i) in the case of an appointment made in hard copy form, be received at the office (or such other place as may be specified by the Company for the receipt of appointments of proxy in hard copy form) together with (if required by the Directors) any authority under which it is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors not less than forty eight hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; (ii) in the case of an appointment made by electronic means, be received at the address specified by the Company for the receipt of appointments of proxy by electronic means not less than forty eight hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. Any authority pursuant to which such an appointment is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors, must, if required by the Directors, be received at such address or at the office (or such other place in the United Kingdom as may be specified by the Company for the receipt of notices) not less than forty eight hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; (iii) in the case of a poll taken more than forty-eight hours after it was demanded, be received as aforesaid not less than twenty-four hours (or such shorter time as the Directors may determine) before the time appointed for the taking of the poll; (iv) in the case of a poll taken following the conclusion of a meeting or adjourned meeting but not more than forty-eight hours after it was demanded, be received as aforesaid before the end of the meeting at which it was demanded (or such later time as the board may determine), and an appointment of a proxy in a manner which is not or in respect of which the authority or copy thereof is not, permitted by these articles shall be invalid. When two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting or poll, the one which is last received (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. The appointment of a proxy shall not preclude a member from being present and voting at the meeting or poll concerned. The proceedings at a general meeting shall not be invalidated where an appointment of proxy in respect of that meeting is sent in electronic form as provided in these articles but, because of a technical problem, it cannot be read by the recipient. (B) The Directors may at their discretion determine that in calculating the periods mentioned in this article no account shall be taken of any part of a day that is not a working day. Maximum validity of proxy 81 No appointment of a proxy shall be valid after twelve months have elapsed from the date of its receipt. The appointment of a proxy shall not preclude a member from being present and voting at the meeting or poll concerned. Form of proxy 82 The appointment of a proxy shall be in any usual form or in such other form as the Directors may approve and the Directors may, if they think fit, but subject to the provisions of the Companies Acts, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The appointment of a proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The appointment of a proxy shall, unless the contrary is stated in it, be valid as well for any adjournment of the meeting as for the meeting to which it relates. Determination of authority 83 A vote given or poll demanded by a proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination (whether by death, revocation or otherwise) of the authority of the person voting or demanding a poll, unless notice in writing of the determination was received by the Company at the office (or such other place or address as was specified by the Company for the receipt of appointments of proxy in the notice) not later than the last time at which an appointment of a proxy should have been received in order to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll taken. Appointment, retirement and removal of Directors Number of Directors 84 Unless otherwise determined by ordinary resolution of the Company, the Directors shall be not less than six nor more than thirty in number. Shareholding qualification 85 There shall be no requirement for any Director to hold shares in the capital of the Company. Articles of Association of Unilever Plc continued Unilever Articles of Association 22 Articles Unilever Articles of Association Power for Directors to fill casual vacancies or appoint additional Directors 86 Subject to the provisions of Article 119 the Directors shall have power from time to time and at any time to appoint any other person to be a Director either to fill a casual vacancy or as an addition to the Board of Directors, but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with the provisions of these articles. Retirement of Directors 87 At every annual general meeting all the Directors shall retire from office, with such retirement to become effective at the conclusion of the annual general meeting of the Company. Meeting to fill up vacancies 88 The Company at any annual general meeting at which Directors retire may fill up the vacated office by electing a like number of eligible persons to be Directors. The Company may also in general meeting subject as last mentioned elect any eligible person to be a Director either to fill a casual vacancy or as an addition to the existing Board but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with these articles. Persons eligible as Directors 89 No person shall be eligible to be elected as a Director unless: (A) he or she is recommended by the Board; or (B) a resolution to appoint that person as a Director has been requisitioned by a member or members in accordance with the Companies Acts and the person to be nominated has confirmed in writing that he or she accepts the nomination. Provisions if no eligible persons available 90 If at the annual general meeting in any year no persons shall be eligible to be elected as Directors in accordance with Article 89 or if the number of persons so eligible is less than the minimum number for the time being in force under Article 84 then the retiring Directors (other than those eligible for re-election under Article 89) or so many of them as shall be willing to offer themselves for re-election shall be deemed to be eligible for election under Article 89 as Directors or Director for the succeeding year. Provisions if insufficient eligible persons elected 91 (A) If at the annual general meeting in any year any resolution or resolutions for the election or re-election of the persons eligible for election or re-election as Directors for the succeeding year are put to the meeting and lost such that the number of Directors re-elected or elected is than the minimum number of Directors for the time being in force under Article 84, then all such eligible persons who are Directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed to have been re-elected as Directors and shall remain in office but so that such Directors may only act for the purpose of summoning general meetings of the Company and perform such duties as are essential to maintain the Company as a going concern but not for any other purpose. (B) Such Directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in Article 91(A) at which all the Directors shall retire from office. To the extent that the circumstances envisaged in Article 91(A) occur in relation to any meeting convened pursuant to this Article 91(B), then the provisions of this Article 91 shall also apply to that general meeting and, if relevant, any subsequent general meeting or meetings. Power to remove Director by special resolution 92 In addition to any power of removal conferred by the Companies Acts, the Company may by special resolution remove any Director before the expiration of his or her period of office. Disqualification of Directors 93 Without prejudice to the provisions for retirement otherwise contained in these articles, the office of a Director shall be vacated if: (A) he or she resigns his or her office by notice in writing delivered to or received at the office or tendered at a meeting of the Directors, or (B) he or she is or has been suffering from mental or physical ill health and the Directors resolve that his or her office is vacated, or (C) he or she is absent without the permission of the Directors from meetings of the Directors (whether or not an Alternate Director appointed by him or her attends) for six consecutive months and the Directors resolve that his or her office is vacated, or (D) he or she becomes bankrupt or compounds with his or her creditors generally, or (E) he or she is prohibited by law from being a Director, or (F) he or she ceases to be a Director by virtue of the Companies Acts or is removed from office pursuant to these articles. In this article references to in writing include the use of communications by electronic means. Alternate Directors 94 (A) Each Director shall have the power to appoint any other Director to be his or her alternate and may at his or her discretion remove an Alternate Director so appointed from appointment as his or her alternate. Any appointment or removal of an Alternate Director shall be effected by notice in writing signed by the appointor and delivered to or received at the office or tendered at a meeting of the Directors, or in any other manner approved by the Directors. If his or her appointor so requests, an Alternate Director shall be entitled to receive notice of all meetings of committees of the Directors of which his or her appointor is a member. He or she shall also be entitled to attend and vote as a Director at any such meeting at which the Director appointing him or her is not personally present and at the meeting to exercise and discharge all the functions, powers and duties of his or her appointor as a Director. (B) Every person acting as an Alternate Director shall (except as regards power to appoint an alternate and remuneration) be subject in all respects to the provisions of these articles relating to Directors and shall alone be responsible to the Company for his or her acts and defaults and shall not be deemed to be the agent of or for the Director appointing him or her. An Alternate Director may be paid expenses and shall 23 Articles be entitled to be indemnified by the Company as a Director but shall not be entitled to receive from the Company any fee in his or her capacity as an Alternate Director. (C) Every person acting as an Alternate Director shall have one vote for each Director for whom he or she acts as alternate, in addition to his or her own vote as a Director. Signature by an Alternate Director of any resolution in writing of the Directors or a committee of the Directors shall, unless the notice of his or her appointment provides to the contrary, be as effective as a signature by his or her appointor. (D) An Alternate Director shall ipso facto cease to be an Alternate Director if his or her appointor ceases for any reason to be a Director except that, if at any meeting any Director retires but is reappointed or deemed to be reappointed at the same meeting, any appointment made by him or her pursuant to this article which was in force immediately before his or her retirement shall remain in force as though he or she had not retired. In this article references to in writing include the use of communications by electronic means. Executive Directors 95 The Directors may from time to time appoint one or more of its body to hold executive office with the Company (including that of a Chief Executive Officer) for such period (subject to the provisions of the Companies Acts) and upon such other terms as the Directors may decide and may revoke or terminate any appointment so made. Any appointment of a Director to an executive office shall terminate if he or she ceases to be a Director of the Company. A Director so appointed shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Directors may decide, and either in addition to or in lieu of his or her remuneration as a Director. Non-Executive Directors 96 Those Directors who do not hold executive office with the Company pursuant to Article 95 shall, in the execution of their duties and obligations as Directors, take into account the nature of their role as such non- executive directors (recognising where appropriate that it is not a day-to-day involvement but a periodic and supervisory role) and as part of their role shall assist in the development of strategy and monitor the performance of the Company and the management. Remuneration and expenses of Directors Director’s remuneration 97 Each of the Directors shall be paid a fee at such rate as may from time to time be determined by the Directors provided that the aggregate of all fees so paid to Directors (excluding amounts payable under any other provisions of these articles) shall not exceed €5,000,000 per annum (or its equivalent in any other currency based upon such foreign currency exchange rates as the Directors shall determine) or such higher amount as may from time to time be decided by ordinary resolution of the Company. Extra remuneration 98 Any Director who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion of the Directors go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Directors may determine in addition to any remuneration provided for by or pursuant to any other article. Expenses 99 Each Director may be paid his or her reasonable travelling, hotel and incidental expenses of attending and returning from meetings of the Directors or committees of the Directors or general meetings of the Company or any other meeting which as a Director he or she is entitled to attend and shall be paid all expenses properly and reasonably incurred by him or her in the conduct of the Company’s business or in the discharge of his or her duties as a Director. Directors’ interests Conflicts of interest requiring board authorisation 100 (A) The Directors may, subject to the quorum and voting requirements set out in this article, authorise any matter which would otherwise involve a Director breaching his or her duty under the Companies to avoid conflicts of interest (“Conflict”). (B) A Director seeking authorisation in respect of a Conflict shall declare to the Directors the nature and extent of his or her interest in a Conflict as soon as is reasonably practicable. The Director shall provide the Directors with such details of the relevant matter as are necessary for the Directors to decide how to address the Conflict together with such additional information as may be requested by the Directors. (C) Any Director (including the relevant Director) may propose that the relevant Director be authorised in relation to any matter the subject of a Conflict. Such proposal and any authority given by the Directors shall be effected in the same way that any other matter may be proposed to and resolved upon by the Directors under the provisions of these articles save that: (i) the relevant Director and any other Director with a similar interest shall not count towards the quorum nor vote on any resolution giving such authority; and (ii) the relevant Director and any other Director with a similar interest may, if the other Directors so decide, be excluded from any board meeting while the Conflict is under consideration. (D) Where the Directors give authority in relation to a Conflict, or where any of the situations described in Article 100(B) apply in relation to a Director (“Relevant Situation”): (i) the Directors may (whether at the relevant time or subsequently) (a) require that the relevant Director is excluded from the receipt of information, the participation in discussion and/or the making of decisions (whether at meetings of the Directors or otherwise) related to the Conflict or Relevant Situation; and (b) impose upon the relevant Director such other terms for the purpose of dealing with the Conflict or Relevant Situation as it may determine; Articles of Association of Unilever Plc continued Unilever Articles of Association 24


Articles Unilever Articles of Association (ii) the relevant Director will be obliged to conduct himself or herself in accordance with any terms imposed by the Directors in relation to the Conflict or Relevant Situation; (iii) the Directors may provide that where the relevant Director obtains (otherwise than through his or her position as a Director of the Company) information that is confidential to a third party, the Director will not be obliged to disclose that information to the Company, or to use or apply the information in relation to the Company’s affairs, where to do so would amount to a breach of that confidence; (iv) the terms of the authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded); and (v) the Directors may revoke or vary such authority at any time but this will not affect anything done by the relevant Director prior to such revocation in accordance with the terms of such authority. Other conflicts of interest 101 (A) If a is in any way directly or indirectly interested in a proposed contract with the Company or a contract that has been entered into by the Company, he or she must declare the nature and extent of that interest to the Directors in accordance with the Companies Acts. (B) Provided he or she has declared his or her interest in accordance with paragraph (A), a Director may: (i) be party to, or otherwise interested in, any contract with the Company or in which the Company has a direct or indirect interest; (ii) hold any other office or place of profit with the Company (except that of auditor) in conjunction with his or her office of Director for such period and upon such terms, including as to remuneration, as the Directors may decide; (iii) act by himself or herself or through a firm with which he or she is associated in a professional capacity for the Company or any other Company in which the Company may be interested (otherwise than as auditor); (iv) be or become a director or other officer of, or employed by or otherwise be interested in any holding Company or subsidiary company of the Company or any other company in which the Company may be interested; and (v) be or become a director of any other company in which the Company does not have an interest and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of his or her appointment as a director of that other company. Benefits 102 A Director shall not, by reason of his or her office or of the fiduciary relationship thereby established, be liable to account to the Company or the members for any remuneration, profit or other benefit realised by reason of his or her having any type of interest authorised under Article 100(A) or permitted under Article 101(B) and no contract shall be liable to be avoided on the grounds of a Director having any type of interest authorised under Article 100(A) or permitted under Article 101(B). Quorum and voting requirements 103 (A) A Director shall not vote on or be counted in the quorum in relation to any resolution of the Directors concerning his or her own appointment, or the settlement or variation of the terms or the of his or her own appointment, as the holder of any office or place of profit with the Company or any other company in which the Company is interested. (B) Where proposals are under consideration concerning the appointment, or the settlement or variation of the terms or the termination of the appointment, of two or more Directors to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns his or her own appointment or the settlement or variation of the terms or the termination of his or her own appointment or the appointment of another Director to an office or place of profit with a company in which the Company is interested and the Director seeking to vote or be counted in the quorum has a Relevant Interest in it. (C) A Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Directors in respect of any contract in which he or she has an interest and, if he or she shall do so, his or her vote shall not be counted, but this prohibition shall not apply to any resolution where that interest cannot reasonably be regarded as likely to give rise to a conflict of interest or where that interest arises only from one or more of the following matters: (i) the giving to him or her of any guarantee, indemnity or security in respect of money lent or obligations undertaken by him or her or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings; (ii) the giving to a third party of any guarantee, indemnity or security in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he or she himself or herself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security; (iii) the giving to him or her of any other indemnity where all other Directors are also being offered indemnities on substantially the same terms; (iv) the funding by the Company of his or her expenditure on defending proceedings or the doing by the Company of anything to enable him or her to avoid incurring such expenditure where all other Directors are being offered substantially the same arrangements; (v) where the Company or any of its subsidiary undertakings is offering securities in which offer the Director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the Director is to participate; (vi) any contract in which he or she is interested by virtue of his or her interest in shares or debentures or other securities of the Company or by reason of any other interest in or through the Company; (vii) any contract concerning any other company (not being a company in which the Director has a Relevant Interest) in which he or she is interested directly or indirectly whether as an officer, shareholder, creditor or otherwise howsoever; 25 Articles (viii) any contract concerning the adoption, modification or operation of a pension fund, superannuation or similar scheme or retirement, death or disability benefits scheme or employees’ share scheme which relates both to Directors and employees of the Company or of any of its subsidiary undertakings and does not provide in respect of any Director as such any privilege or advantage not accorded to the employees to which the fund or scheme relates; (ix) any contract for the benefit of employees of the Company or of any of its subsidiary undertakings under which he or she benefits in a similar manner to the employees and which does not accord to any Director as such any privilege or advantage not accorded to the employees to whom the contract relates; and (x) any contract for the purchase or maintenance of insurance against any liability for, or for the benefit of, any Director or Directors or for, or for the benefit of, persons who include Directors. (D) A company shall be deemed to be one in which a Director has a Relevant Interest if and so long as (but only if and so long as) he or she is to his or her knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate director, an interest of his or her appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise. (E) Where a company in which a Director has a Relevant Interest is interested in a contract, he or she also shall be deemed interested in that contract. (F) If any question shall arise at any meeting of the Directors as to the interest of a Director (other than the chair of the meeting) in a contract and whether it is likely to give rise to a conflict of interest or as to the entitlement of any Director (other than the chair of the meeting) to vote or be counted in the quorum and the question is not resolved by his or her voluntarily agreeing to abstain from voting or not to be counted in the quorum, the question shall be referred to the chair of the meeting and his or her ruling in relation to the Director concerned shall be conclusive except in a case where the nature or extent of the Director’s interest (so far as it is known to him or her) has not been fairly disclosed to the Directors. If any question shall arise in respect of the chair of the meeting, the question shall be decided by a resolution of the Directors (for which purpose the chair of the meeting shall be counted in the quorum but shall not vote on the matter) and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chair of the meeting (so far as it is known to him or her) has not been fairly disclosed to the Directors. (G) Subject to these articles, the Directors may cause any voting power conferred by the shares in any other company held or owned by the Company or any power of appointment to be exercised in such manner in all respects as it thinks fit, including the exercise of the voting power or power of appointment in favour of the appointment of the Directors or any of them as directors or officers of the other company, or in favour of the payment of remuneration to the Directors or officers of the other company. Subject to these articles, a Director may also vote on and be counted in the quorum in relation to any of such matters. General 104 (A) References in Articles 100-103 and in this article to: (i) a contract include references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract; and (ii) a conflict of interest include a conflict of interest and duty and a conflict of duties. (B) The Company may by ordinary resolution suspend or relax the provisions of Articles 100 to 103 to any extent or ratify any contract not properly authorised by reason of a contravention of such articles. Powers and duties of the Directors General powers of Company vested in Directors 105 Subject to the provisions of the Companies Acts and these articles and to any directions given by the Company in general meeting by special resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company whether relating to the management of the business of the Company or not. The alteration of these articles or the passing of a special resolution shall not invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that resolution had not been passed. The powers given by this article shall not be limited by any special power given to the Directors by any other article. Establishment of local boards 106 The Directors may establish local or divisional boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of the local or divisional boards, or any managers or agents, and may fix their remuneration. The Directors may delegate to any local or divisional board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Directors, with power to sub-delegate, and may authorize the members of any local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any appointment or delegation made pursuant to this article may be made upon such terms and subject to such conditions as the Directors may decide and the Directors may remove any person so appointed and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. Powers of attorney 107 The Directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company upon such terms (including terms as to remuneration) as it may decide and may delegate to any person so appointed any of the powers, authorities and discretions vested in or exercisable by the Directors, including power to sub delegate. The Directors may remove any person appointed under this article and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. Articles of Association of Unilever Plc continued Unilever Articles of Association 26 Articles Unilever Articles of Association Delegation to individual Directors 108 The Directors may entrust to and confer upon any Director any of the powers, authorities and discretions vested in or exercisable by them upon such terms and conditions and with such restrictions as they think fit, and either collaterally with, or to the exclusion of, their own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. Registers 109 Subject to the provisions of the Companies Acts, the Company may keep an overseas or local or other register in any place, and the Directors may make and vary such regulations as it may think fit respecting the keeping of the register. Power to borrow money and give security 110 (A) The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other but shall restrict the Borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries with a view to securing that Borrowings shall not at any time without the previous sanction of an ordinary resolution of the Company in a general meeting exceed an amount equal to three times the Adjusted Capital and Reserves of the Unilever Group. (B) For the purposes of this article: (i) “Borrowings” means the aggregate principal amount for the time being remaining outstanding of all borrowings of the Company and its subsidiaries, whether secured or unsecured and, save as excluded in paragraphs (a) to (e) below, shall be deemed to include those items comprised in “financial liabilities” in the latest published audited consolidated accounts of the Unilever Group, but shall be deemed to exclude: (a) moneys owed by the Company to any subsidiary; (b) moneys owed by any subsidiary to another subsidiary or from the Company; (c) moneys owed by any subsidiary in its capacity as a trustee of any pension or other fund for the benefit of employees; (d) moneys owed by a company which becomes a subsidiary hereafter for a period of twelve months from the date it becomes a subsidiary and deducting therefrom an amount equal to: (I) the principal amount of any obligations, whether secured or unsecured, issued by the Company or any subsidiary the proceeds of which are intended to be used within six calendar months in repayment of other borrowings of the Company or such subsidiary then outstanding; and (II) all cash deposits, certificates of deposit and securities of governments and companies and similar instruments owned by the Company or any of its subsidiaries. (e) any lease liabilities of any member of the Unilever Group; and (f) any derivatives entered into by any member of the Unilever Group which do not relate to borrowings of a member of the Unilever Group, and no amount shall be taken into account more than once in the same calculation but subject thereto paragraphs (a) to (f) above shall be read cumulatively. (ii) “Adjusted Capital and Reserves” means the aggregate for the Unilever Group of: (a) the amount paid up or credited as paid up on the issued share capital of the Company, (b) the amounts standing to the credit of the capital and revenue reserves, including share premium account and retained profit, and (c) the amounts standing as attributed to non- controlling interests, all as shown in the latest published audited consolidated accounts of the Unilever Group provided always that appropriate adjustments shall be made in respect of any variation in the paid-up share capital or in the share premium account of the Company since the date of such audited consolidated accounts. (iii) “Unilever Group” means the Company and its subsidiaries and subsidiary undertakings. (C) The determination of an independent firm of internationally-recognised accountants engaged by the Company for the purposes of this Article 110 as to the amount of Borrowings and Adjusted Capital and Reserves shall be conclusive and binding on all concerned and for the purposes of their computation such accountants may make such other adjustments as they deem fit. Nevertheless, for the purposes of this article the Directors may at any time act in reliance on a bona fide estimate of the said aggregates and if the limit herein contained is inadvertently exceeded, the amount borrowed in excess of the limit shall be disregarded until the expiration of 182 days after the date on which the Directors became aware that the situation had arisen. No debt incurred or security given in respect of moneys borrowed or secured in excess of the limit hereby imposed shall be invalid or ineffectual except in the case of express notice at the time the debt was incurred or the security given that the limit hereby imposed had been or was thereby exceeded. Pensions 111 The Directors may grant retiring pensions or annuities or other allowances, including allowances on death, to any person or to the widow or dependants of any person in respect of services rendered by him or her to the Company as Executive Director, manager, or in any other office or employment under the Company or indirectly as an officer or employee of any subsidiary company of the Company, notwithstanding that he or she may be or may have been a Director of the Company and may make payments towards insurances or trusts for such purposes in respect of such persons and may include rights in respect of such pensions, annuities and allowances in the terms of engagement of any such person. No Director or former Director or other person shall be accountable to the Company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a Director of the Company. 27 Articles Provision for employees 112 The Directors may by resolution exercise any power conferred by the Companies Acts to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary. Proceedings of the Directors Meetings of Directors 113 The Directors may meet for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. A Director at any time may, and the Secretary on the requisition of a Director at any time shall, summon a meeting of the Directors. Notice of meetings 114 Notice of a meeting of the Directors shall be deemed to be properly given to a Director if it is given to him or her personally or by word of mouth or sent in writing to him or her at his or her last known address or any other address given by him or her to the Company for this purpose. A Director may waive his or her entitlement to notice of any meeting either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting. Quorum 115 The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and, unless so fixed at any other number, shall be two. Subject to the provisions of these articles, any Director who ceases to be a Director at a meeting of the Directors may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting of the Directors if no other Director objects and if otherwise a quorum of Directors would not be present. Effect of vacancies in number of Directors 116 The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in their number but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these articles, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies or of summoning general meetings of the Company but not for any other purpose. If no Directors or Director is able or willing to act, any two members of the Company may also convene a general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors for the purpose of filling vacancies of Directors but not for any other purpose. Power to appoint chair 117 The Directors may appoint a chair and vice chair or vice chair of their meetings and fix the period for which they are respectively to hold office. If no chair or vice chair is appointed, or if at any meeting neither the chair nor any vice chair is present within five minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chair of the meeting. Competence of meetings 118 A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Directors. Voting 119 Questions arising at any meeting shall be determined by a majority of votes, except that the powers conferred on the Directors by Article 86 shall only be exercisable by the decision of a majority of the Directors consisting of three-fourths of all the Directors for the time being and for this purpose the vote of any Director may be given either in person at a meeting of the Directors or (in the case of any Director not present at the meeting called for this purpose) by notice in writing signed by such Director prior to the holding of such meeting. In the case of an equality of votes the chair of the meeting shall have no additional or casting vote. In this article references to in writing include the use of communication by electronic means subject to such terms and conditions as the Directors may decide. Delegation to committees 120 (A) The Directors may delegate any of their powers, authorities and discretions (with power to sub- delegate) to any committee, consisting of such person or persons (whether or not a Director or ) as they think fit. (B) Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Directors. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these articles for regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations imposed by the Directors. (C) The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the Directors generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Directors or by a committee authorised by the Directors. Articles of Association of Unilever Plc continued Unilever Articles of Association 28


Articles Unilever Articles of Association Delegation to Chief Executive Officer 121 The Board may entrust to and confer upon the Chief Executive Officer any of its powers, authorities and discretions (with power to sub-delegate) upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variations shall be affected by it. The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the Board generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Board or by a committee authorised by the Board. Participation in meetings by telephone 122 All or any of the Directors or members of any committee may participate in a meeting of the Directors or that committee by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chair of the meeting then is. Resolution in writing 123 A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors (if that number is sufficient to constitute a quorum) or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Directors or, as the case may be, of the committee properly called and constituted. The resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or members of the committee concerned. Validity of acts of Directors or committee 124 All acts done by the Directors or by any committee or by any person acting as a Director or member of a committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Directors or committee or person so acting or that they or any of them were disqualified or had vacated office, be as valid as if each such member or person had been properly appointed and was qualified and had continued to be a Director or member of the committee. Minutes to be made 125 The Directors shall cause minutes or records to be made in books provided for the purpose: (A) of the names of the Directors present at each meeting of the Directors or committee of the Directors, and (B) of all resolutions and proceedings at all meetings of the Company and of the holders of any class of shares in the Company and of the Directors and of any committee of the Directors. Seals Use of seals 126 The Directors shall provide for the custody of every seal. A seal shall only be used by the authority of the Directors or a committee authorised by the Directors in that behalf pursuant to Articles 120 and 121. Subject as otherwise provided in these articles, any instrument to which the common seal is applied shall be signed by at least one Director and the Secretary or by at least two Directors or by one Director in the presence of a witness who attests the signature or by at least two persons for the time being appointed to a committee authorised by the Directors as aforesaid, and any instrument to which an official seal is applied need not, unless the Directors for the time being otherwise decide or the law otherwise requires, be signed by any person. Dividends and other payments Application of profits 127 The profits of the Company at any time available for dividend and determined to be distributed by way of dividend for any period shall be applicable in order of priority and manner following: FIRST to the payment of a dividend for such period at such rate as may be payable under the provisions of the Trust Deed dated 1st May, 1909, and made between William Hesketh Lever of the first part, the Company of the second part and Sydney Gross, Robert Barrie, John Lever Tillotson, John Gray and James Lever Ferguson of the third part and Deeds supplemental thereto on the nominal amount of the then issued and outstanding Preferential Certificates therein mentioned, such dividend to be paid to the Trustees of the said Trust Deed for distribution amongst the holders of such Preferential Certificates. SECOND AND LASTLY the surplus after making the payment aforesaid (if any) shall be applied to the payment of a dividend on the capital paid up or credited as paid up on the Ordinary Shares. Declaration of dividends 128 Subject to the provisions of the Companies Acts, the Company may by ordinary resolution from time to time declare dividends in pounds sterling or euro to be paid to the members according to their rights and interests in the profits available for distribution (and based upon such exchange rates for currency conversion as the Directors shall determine), but no dividend shall be declared in excess of the amount recommended by the Directors. Interim dividends 129 The Directors may from time to time, out of accrued or accruing profits, pay to the members in pounds sterling or euro such interim dividends as in their judgement the position of the Company justifies (and based upon such exchange rates for currency conversion as the Directors shall determine). 29 Articles Dividends to be paid according to amounts paid up on shares 130 Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide: (A) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this article as paid up on the share, and (B) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. Debts may be deducted 131 The Directors may deduct from any dividend or other moneys payable to a member by the Company on or in respect of any shares all sums of money (if any) presently payable by them to the Company on account of calls or otherwise in respect of shares of the Company. Dividend not to bear interest against the Company 132 No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company. Payment procedures 133 Any dividend or any other moneys payable on or in respect of shares may be paid by cheque, warrant or similar financial instrument, or by other means, sent direct to the registered address of the holder or person entitled thereto or, in the case of joint holders, to the registered address of the holder who is first named in the register, or sent to such person and to such address as the holder or joint holders may in writing direct. Such payment may be sent through the post or equivalent means of delivery or by such other means, including by bank transfer, by electronic media and more specifically, in respect of uncertificated shares, by means of the facilities of a relevant system (subject to the facilities and requirements of the relevant system). Every such cheque, warrant, financial instrument or other form of payment shall be made payable to the person to whom it is sent or to such other person as the holder, or joint holders, may in writing direct, and payment of the cheque, warrant, financial instrument or other form of payment shall be a good discharge to the Company. Every such payment shall be sent at the risk of the person entitled to the money represented thereby. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by them. Unclaimed dividends 134 The Company may cease to send any cheque or other means of payment by post for any dividend on any shares which is normally paid in that manner if, in respect of at least two consecutive dividends payable on those shares, the cheque, warrant or order has been returned undelivered or remains uncashed but, subject to the provisions of these articles, shall recommence sending cheques, warrants or orders in respect of the dividends payable on those shares if the holder of, or person entitled to them, claims the arrears of dividend and does not instruct the Company to pay future dividends in some other way. In the event that: (A) a payee does not specify an address, or does not specify a bank account, or other details necessary in order to make a payment of a dividend or other sum payable on or in respect of a share by the means by which the Directors have decided in accordance with these articles that a payment is to be made, or by which a payee has elected to receive payment, and such address or details are necessary in order for the Company to make the relevant payment in accordance with such decision or election; or (B) a payment cannot be made by the Company using the details provided by the payee, then the dividend or other distribution shall be treated as unclaimed for the purposes of these articles. Any unclaimed dividends may be invested or otherwise applied for the benefit of the Company until they are claimed. The payment by the Directors of any unclaimed dividend or other sum payable on or in respect of a share into a separate account shall not constitute the Company as a trustee in respect of it. Any dividend unclaimed after a period of twelve years from the date of declaration of the dividend shall be forfeited and shall revert to the Company. The Company shall not be liable in any respect, nor be required to account to the relevant member or person entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law to such dividends or other moneys and the Company shall be entitled to use such dividends for the Company’s benefit in any manner that the Directors from time to time may think fit. If the Company sells shares in accordance with Article 55 any dividend or other sum that has not been cashed or claimed by a member (or person entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law to such dividends or sums) shall be forfeited and shall revert to the Company when such shares are sold. The Company shall be entitled to use such uncashed or unclaimed dividends or other sum for the Company’s benefit in any manner that the Directors may from time to time think fit. Dividends in specie 135 Any general meeting declaring a dividend may, upon the recommendation of the Directors, by ordinary resolution direct, and the Directors may in relation to any interim dividend direct, payment or satisfaction of the dividend wholly or in part by the distribution of specific assets, and in particular of paid up shares or debentures of any other company, and the Directors shall give effect to the direction, and where any difficulty arises in regard to the distribution the Directors may settle it as they think expedient, and in particular may issue fractional certificates or authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution purposes of any specific assets to be distributed and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to secure equality of distribution and may vest any specific assets to be distributed in trustees as may seem expedient to the Directors. Articles of Association of Unilever Plc continued Unilever Articles of Association 30 Articles Unilever Articles of Association Capitalisation of profits Power to capitalise profits 136 The Company may, upon the recommendation of the Directors, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution and accordingly that the amount to be capitalised be set free for distribution among the holders of Ordinary Shares of the Company who would be entitled to it if it were distributed by way of dividend and in the same proportions, on the footing that it is applied either in or towards paying up the amounts for the time being unpaid on Ordinary Shares of the Company held by those members respectively or in paying up in full Ordinary Shares that are to be allotted and distributed as fully paid up, debentures or other obligations of the Company to be allotted and distributed credited as fully paid up among those members, or partly in one way and partly in the other, but so that, for the purposes of this article: (i) a share premium account and a capital redemption reserve, and any reserve or fund representing unrealised profits, may be applied only in paying up in full Ordinary Shares of the Company that are to be allotted and distributed as fully paid up, and (ii) where the amount capitalised is applied in paying up in full shares that are to be allotted and distributed as fully paid up, the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly. Scrip dividends 137 The Directors may, if authorised by an ordinary resolution of the Company, offer the holders of Ordinary Shares (excluding any member holding shares as treasury shares) the right to elect to receive Ordinary Shares, credited as fully paid, instead of cash in respect of any dividend or any part of any dividend specified by the ordinary resolution. The following provisions shall apply: (A) An ordinary resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period, but such period may not end later than the expiry of two months following the conclusion of the annual general meeting next following the date of the meeting at which the ordinary resolution is passed. (B) The entitlement of each holder of Ordinary Shares to new Ordinary Shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount that such holder would have received by way of dividend. For this purpose “relevant value” shall be calculated by reference to the average of the middle market quotations for the Company’s Ordinary Shares on the London Stock Exchange plc as derived from the Daily Official List, on the day on which the Ordinary Shares are first quoted “ex” the relevant dividend and the four subsequent dealing days, or in such other manner as may be determined by or in accordance with the ordinary resolution. A certificate or report by the auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount. (C) The Directors, after determining the basis of allotment, may notify the holders of Ordinary Shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective. (D) The Directors may exclude from any offer any holders of Ordinary Shares where the Directors believe that the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them. (E) The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which an election has been made (“the elected Ordinary Shares”) and instead additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment calculated as stated. For such purpose the Directors shall capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution as the Directors may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on that basis and apply it in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to the holders of the elected Ordinary Shares on that basis. (F) The additional Ordinary Shares when allotted shall rank pari passu in all respects with the fully paid Ordinary Shares then in issue except that they will not be entitled to participate in the relevant dividend. (G) Unless the Directors otherwise determine, or unless the uncertificated securities rules and/or the rules of the relevant system concerned otherwise require, the new ordinary share or shares which a member has elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared in respect of their elected ordinary shares shall be in uncertificated form (in respect of the member’s elected ordinary shares which were in uncertificated form on the date of the member’s election) or in certificated form (in respect of the member’s elected ordinary shares which were in certificated form on the date of the member’s election). Settlement of difficulties in distribution on capitalisation of profits 138 Where any difficulty arises in regard to any distribution under the last two preceding articles the Directors may settle the matter as they think expedient and in particular may issue fractional certificates or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any members in order to adjust the rights of all parties, as may seem expedient to the Directors. The Directors may authorise any person to enter into an agreement with the Company on behalf of the persons entitled to participate in the distribution providing for the allotment to them respectively of any shares, debentures or other obligations of the Company to 31 Articles which they are entitled on the capitalisation and the agreement shall be binding on those persons. Record dates and accounting records Record dates 139 Notwithstanding any other provision of these articles the Company or the Directors may fix any date as the record date for any dividend, distribution, allotment or issue and such record date may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made. The power to fix any such record date shall include the power to fix a time on the chosen date. Inspection of records 140 The accounting records shall be kept at the office or, subject to the provisions of the Companies Acts, at such other place or places as the Directors may think fit and shall always be open to inspection by the officers of the Company. No member in their capacity as such shall have any right of inspecting any accounting record or book or document of the Company except as conferred by law or authorised by the Directors or by ordinary resolution of the Company. Service of notices and other documents Service of notices 141 Any notice, document (including a share certificate) or other information may be served on, sent or supplied to any member by the Company either personally or by sending it through the post addressed to the member at their registered address or by leaving it at that address addressed to the member or by means of a relevant system or, where appropriate, by sending or supplying it in electronic form to an address for the time being notified by the member concerned to the Company for that purpose or by publication on a website in accordance with the Companies Acts or in any other manner provided by these articles. In the case of joint holders of a share, service, sending or delivery of any notice or document on or to one of the joint holders shall for all purposes be deemed a sufficient service on or sending or delivery to all the joint holders. If on three consecutive occasions a notice to a member has been returned undelivered, such member shall not thereafter be entitled to receive notices from the Company until they shall have communicated with the Company and supplied to the Company (or its agent) a new registered address, or a postal address within the United Kingdom for the service of notices, or shall have informed the Company, in such manner as may be specified by the Company, of an address for the service of notices in electronic form. For these purposes, a notice sent by post shall be treated as returned undelivered if the notice is sent back to the Company (or its agent), and a notice sent in electronic form shall be treated as returned undelivered if the Company (or its agent) receives notification that the notice was not delivered to the address to which it was sent. The Company may at any time and in its sole discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all of the members. Articles of Association of Unilever Plc continued Members resident abroad 142 Any member whose registered address is not within the United Kingdom or some other part of Europe or any holder of a share warrant and who gives to the Company a postal address within the United Kingdom at which notices may be served upon them shall be entitled to have notices served on or sent or delivered to them at that address or where applicable by making them available on a website and notifying the holder at that address. Any member whose registered address is not within the United Kingdom and who gives to the Company an address for the purposes of electronic communications may, at the absolute discretion of the Board, be entitled to have notices or documents served upon, or delivered to, them at that address or where applicable by making them available on a website and notifying the holder at that address. Otherwise, a member whose registered address is not within the United Kingdom, shall not be entitled to receive any notice or other document from the Company. When notice deemed served 143 Any notice or document, if sent by post, shall be deemed to have been served on the day following that on which it was put in the post and, in proving service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the post. Any notice or document not sent by post but left at a registered address (other than an address for the purposes of communication by electronic means) shall be deemed to have been served or delivered on the day it was so left. Any notice served or delivered by the Company by means of a relevant system shall be deemed to have been served or delivered when the Company or any sponsoring system participant acting on its behalf sends the issuer-instruction relating to the notice. Any notice or document sent by the Company using electronic means shall be deemed to have been received on the day following that on which it was sent notwithstanding that the Company subsequently sends a hard copy of such notice, document or information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this article. In proving that a notice, document or other information served, sent or supplied by electronic means was served, sent or supplied, it shall be sufficient to prove that it was properly addressed. Any notice, document or other information served, sent or supplied by the Company by any other means authorised in writing by the member concerned shall be deemed to have been received when the Company has carried out the action it has been authorised to take for that purpose. Unilever Articles of Association 32


Articles Unilever Articles of Association Service of notice to person entitled by transmission 144 Where a person is entitled by transmission to a share, any notice or document shall be served upon or delivered to them, and any dividend or other sum payable in cash in respect of the share may be paid to them, as if they were the holder of that share and their address noted in the register was their registered address. A person who is entitled by transmission to a share, upon supplying the Company with an address for the purpose of communications by electronic means for the service of notices, may, at the absolute discretion of the Directors, have sent to them at such address any notice or document to which they would have been entitled if they were the holder of that share. Except where there is a person entitled by transmission to a share, any notice or document served on or delivered to any member pursuant to these articles shall, notwithstanding that the member is then dead or bankrupt or that any other event giving rise to the transmission of the share by operation of law has occurred and whether or not the Company has notice of the death, bankruptcy or other event, be deemed to have been properly served or delivered in respect of any share registered in the name of that member as sole or joint holder unless, before the day of posting (or, if it is not sent by post, before the day of service or delivery) of the notice or document, their name has been removed from the register as the holder of the share. Service or delivery in the foregoing manner shall be deemed for all purposes a sufficient service or delivery of the notice or document on all persons interested (whether jointly with or as claiming through or under that member) in the share. Notice when post not available and notice given by advertisement 145 (A) If there is a suspension or curtailment of postal services within the United Kingdom or some part of the United Kingdom, the Company need only give notice of a general meeting to those members with whom the Company can communicate by electronic means and who have provided the Company with an address for this purpose. The Company shall also advertise the notice in at least two newspapers with a national circulation in the United Kingdom and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment thereof. If at least six clear days prior to the meeting the sending or supply of notices by post in hard copy form has again become generally possible, Company shall send or supply confirmatory copies of the notice by post to those members who would otherwise receive the notice in hard copy form. (B) Any notice to the bearer of a warrant or to any other person who holds or is interested in shares in the Company in bearer form or any related coupons or talons shall be sufficiently given if advertised in at least two daily newspapers with a national circulation in the United Kingdom and any such notice shall be deemed given on the day when the advertisement appears. Destruction of documents Consequences of destruction of documents 146 If the Company destroys: (A) any share certificate which has been cancelled at any time after a period of one year has elapsed from the date of cancellation; or (B) any instruction concerning the payment of dividends or other moneys in respect of any share or any notification of change of name or address at any time after a period of two years has elapsed from the date the instruction or notification was recorded by the Company; or (C) any instrument of transfer of shares which has been registered at any time after a period of six years has elapsed from the date of registration; or (D) any other document on the basis of which any entry is made in the register at any time after a period of six years has elapsed from the date the entry was first made in the register in respect of it, and the Company destroys the document in good faith and without express notice that its preservation was relevant to a claim, it shall be presumed irrefutably in favour of the Company that every share certificate so destroyed was a valid certificate and was properly cancelled, that every instrument of transfer so destroyed was a valid and effective instrument of transfer and was properly registered and that every other document so destroyed was a valid and effective document and that any particulars of it which are recorded in the books or records of the Company were correctly recorded. Nothing contained in this article shall be construed as imposing upon the Company any liability by reason only of the destruction of any document of the kind mentioned above before the relevant period mentioned in this article has elapsed or of the fact that any other condition precedent to its destruction mentioned above has not been fulfilled. References in this article to the destruction of any document include references to its disposal in any manner. Winding-up Order of priority in winding-up 147 If the Company shall be wound-up, the assets available for distribution amongst the members (excluding any member holding shares as treasury shares) shall be applied first in repaying to the holders of the Ordinary Shares the capital paid or credited as paid up thereon respectively and any balance of such assets then remaining shall belong to the holders of the Ordinary Shares. 33 Articles Indemnity Indemnification of Directors 148 To the extent permitted by the Companies Acts, the Company may: (A) indemnify any Relevant Officer against any liability and may purchase and maintain for any Relevant Officer insurance against any liability. No Relevant Officer shall be accountable to the Company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a Relevant Officer; (B) provide a Relevant Officer with funds to meet expenditure incurred or to be incurred by the Relevant Officer: (i) in defending any criminal or civil proceedings in connection with any negligence, default, breach of duty or breach of trust by the Relevant Officer in relation to the Company or an Associated Company of the Company; or (ii) in connection with any application for relief under the provisions mentioned in Section 205(5) of the Companies Act 2006; and (C) do anything to enable any such Relevant Officer to avoid incurring such expenditure. For the purpose of this Article 148 and Article 149, “Associated Company” shall have the same meaning as in Section 256 of the Companies Act 2006 and “Relevant Officer” means a Director, former Director or Secretary of the Company or of an Associated Company of the Company. The terms set out in Section 205(2) of the Companies Act 2006 shall apply to any provision of funds or other things done under this Article 148. 149 far as may be permitted by applicable law, the Company: (A) shall provide a Relevant Officer with funds to meet expenditure incurred or to be incurred by the Relevant Officer in defending himself/herself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by the Relevant Officer in relation to the Company or any Associated Company of the Company; and (B) may do anything to enable any such Relevant Officer to avoid incurring such expenditure. Articles of Association of Unilever Plc continued Unilever Articles of Association 34 Capital Alterations Unilever Articles of Association Captial Alterations At an Extraordinary General Meeting of the Company duly convened and held on the 12th day of October, 1937, the following Resolution was duly passed as a Special Resolution:– Resolution That subject to and upon the printed Scheme of Arrangement and Amalgamation dated the 11th August, 1937 (which has been produced to this Meeting and for the purpose of identification signed by the Chairman thereof) being sanctioned by the Court pursuant to Sections 153 and 154 of the Companies Act, 1929, and coming into operation with or without any such modification as therein provided for: A The Capital of the Company be reduced to £117,000,000, divided into: £30,762,082 7 per cent. Cumulative Preference Stock, 9,237,918 7 per cent. Cumulative Preference Shares of £1 each, B C D The Capital of the Company be thereupon converted, consolidated, sub-divided and increased pursuant to and in accordance with the said Scheme so as thereafter to be constituted as provided in Clause 7 of the said Scheme; All Shares in the capital of the Company from time to time unissued be converted into Stock as and when the same are issued and are fully paid up; The name of the Company be changed to “Lever Brothers & Unilever Limited”. £15,655,173 8 per cent. Cumulative A Preference Stock, 24,344,827 8 per cent. Cumulative A Preference Shares of £1 each, £2,287,312 20 per cent. Cumulative Preferred Ordinary Stock, 24,850,752 20 per cent. Cumulative Preferred Ordinary Shares of 5s. each, 7,000,000 20 per cent. Cumulative A Preferred Ordinary Shares of £1 each and 2,150,000 Ordinary Shares of £10 each by the cancellation pursuant to and for the purposes of the said Scheme of: £1,500,000 20 per cent. Cumulative Preferred Ordinary Stock, £3,000,000 20 per cent. Cumulative A Preferred Ordinary Stock, and £8,500,000 Ordinary Stock which three Stocks are beneficially held by Unilever Limited; 35 CHANCERY DIVISION MR. JUSTICE SIMONDS Monday the 15th day of November, 1937 In the Matter of UNILEVER LIMITED and In the Matter of LEVER BROTHERS, LIMITED and In the Matter of THE COMPANIES ACT, 1929 Upon the Petition of the above-named Unilever Limited whose Registered Office is situate at Unilever House Blackfriars in the City of London and Lever Brothers, Limited whose Registered Office is situate at Port Sunlight in the County of Chester on the 19th October, 1937 preferred unto this Court And upon hearing Counsel for the Petitioners and for Naamlooze Vennootschap Elma and United Holdings Limited the holders of £100,000 Deferred Stock of Unilever Limited Blackfriars Nominees Limited and British Oil & Cake Mills Limited the holders of 3,000,000 20 per cent. A Preferred Ordinary Stock of Lever Brothers, Limited Blackfriars Nominees Limited as holder of £6,100,000 Ordinary Stock of Lever Brothers, Limited and Unilever Naamlooze Vennootschap and “Mavibel” (Maatschappij voor Internationale Beleggingen) Naamlooze Vennootschap referred to in Clause 10 of the Agreement set forth in the Schedule to the Scheme of Arrangement and Amalgamation hereinafter sanctioned And upon reading the said Petition the Order dated the 11th August 1937 (whereby the said Unilever Limited was ordered to convene separate meetings of the Holders of (1) its 7 per cent. Cumulative Preferred Stock and 5 per cent. Cumulative Preferred Stock and (2) its Ordinary Stock for the purpose of considering and if thought fit approving with or without modification a Scheme of Arrangement and Amalgamation proposed to be made between the said Unilever Limited and its respective Stockholders and Lever Brothers, Limited) the Order dated the 1st November 1937 (dispensing with the settlement of a list of Creditors of the said Lever Brothers, Limited) the “London Gazette” and the “Times” Newspaper both of the 21st September 1937 (each containing an advertisement of the notice convening the meetings directed to be held by the said Order dated the 11th August 1937) the “London Gazette” and the “Times” Newspaper both of the 5th November 1937 (each containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day) the three Affidavits of Francis D’Arcy Cooper filed respectively the 20th July 1937 and the 19th and 20th October 1937 the Affidavit of Hugh Quennell filed the 11th August 1937 the joint and several Affidavit of Luke Val Fildes John William Heywood and Ronald Geoffrey Rowe filed the 19th October 1937 the joint and several Affidavit of Percy Farnworth and Fred Homer filed the 29th October 1937 and the Exhibits in the said Affidavits respectively referred to And the said Naamlooze Vennootschap Elma United Holdings Limited Blackfriars Nominees Limited British Oil & Cake Mills Limited Unilever Naamlooze Vennootschap and “Mavibel” (Maatschappij voor Internationale Beleggingen) Naamlooze Vennootschap by their Counsel submitting to be bound by the Scheme of Arrangement and Amalgamation hereinafter sanctioned This Court doth hereby sanction the Scheme of Arrangement and Amalgamation as set forth in the Schedule to the said Petition subject to the modifications approved by the Court on the hearing of the said Petition which Scheme of Arrangement and Amalgamation as so modified and sanctioned is set forth in the First Schedule hereto And this Court doth order that the reduction of the capital of the said Lever Brothers, Limited from £130,000,000 to £117,000,000 resolved on and effected by the Special Resolution passed at an Extraordinary General Meeting of the said Lever Brothers, Limited held on the 12th October 1937 be and the same is hereby confirmed in accordance with the provisions of the above mentioned Act And the Court doth hereby approve the Minute set forth in the Second Schedule hereto And it is ordered that this Order be produced and a copy of the said Minute delivered to the Registrar of Companies by Lever Brothers, Limited and that each of them the above- named Unilever Limited and Lever Brothers, Limited do deliver to such Registrar an office copy of this Order And it is ordered that Notice of the Registration by the Registrar of Companies of this Order so far as it confirms the reduction of the capital of the said Lever Brothers, Limited and of the said Minute be published once in the “London Gazette” and in the“Times” Newspaper within ten days after such Registration And it is ordered that the above-named Lever Brothers, Limited and Unilever Limited or either of them be at liberty to apply in Chambers for an Order or orders under Section 154 of the above-mentioned Act as there may be occasion ARTHUR STIEBEL, Registrar Seal In the High Court of Justice No. 00539 of 1937 Fo. 272 W.4 Stamp £2 (Seal) Unilever Articles of Association36


Capital Alterations Unilever Articles of Association Minute approved by the Court 15th November, 1937. The capital of Lever Brothers, Limited was by virtue of a Special Resolution of the Company and with the sanction of an Order of the High Court of Justice dated the 15th day of November, 1937, reduced from £130,000,000 to £117,000,000, divided into £30,762,082 Preference Stock, 9,237,918 Preference Shares of £1 each, £15,655,173 A Preference Stock, 24,344,827 A Preference Shares of £1 each, £2,287,312 Preferred Ordinary Stock, 24,850,752 Preferred Ordinary Shares of 5s. each, 7,000,000 A Preferred Ordinary Shares of £1 each and 2,150,000 Ordinary Shares of £10 each. At the date of the registration of this Minute, none of the said shares had been issued. By virtue of a Scheme of Arrangement and Amalgamation between Unilever Limited and its respective Stockholders and the Company sanctioned by the said Order and of a Special Resolution passed by the Company, the capital of the Company on the registration of this Minute is £141,418,750, divided into £30,762,082 Preference Stock, £15,655,173 A Preference Stock, £2,287,312 Preferred Ordinary Stock, 9,237,918 Preference Shares of £1 each, 24,344,827 A Preference Shares of £1 each, 59,031,438 Ordinary Shares of £1 each and 100,000 Deferred Shares of £1 each none of which shares has been issued. 37 LEVER BROTHERS, LIMITED having by Special Resolution reduced its Capital, as confirmed by an Order of the High Court of Justice, Chancery Division, bearing date the 15th day of November, 1937. Given under my hand at London this thirtieth day of November One thousand nine hundred and thirty-seven. P. MARTIN, Assistant Registrar of Companies. Certificate of registration No. 41424 of Order of Court and Minute on reduction of Capital (Pursuant to Sec. 58 of the Companies Act, 1929.) I hereby Certify the Registration of the said Order and of a Minute, showing the present capital and shares of the Company, as fixed by the said Order. Unilever Articles of Association38 Capital Alterations Unilever Articles of Association At an Extraordinary General Meeting of the Company duly convened and held on the 27th day of February, 1952, the following Resolution was duly passed as a Special Resolution:– Resolution That the name of the Company be changed to~ “UNILEVER LIMITED”. At an Extraordinary General Meeting of the Company duly convened and held on the 20th day of September, 1966, the following Resolutions were duly passed as Special Resolutions:– Resolutions 1 That the Scheme of Arrangement dated 25th August, 1966, between the Company and its six classes of members, a print of which has been submitted to this Meeting and for the purpose of identification subscribed by the Chairman hereof, be and it is hereby approved. 2 That subject to the said Scheme being sanctioned the capital of the Company be reduced by the cancellation of the assented Preferential Stock (as in the said Scheme defined) and of the 1,655,310 unissued 5 per cent. Cumulative Preference Shares of £1 each and the 24,338,251 unissued 8 per cent. Cumulative A Preference Shares of £1 each in the capital of the Company. 3 That forthwith upon the said reduction of capital taking effect: (a) the capital of the Company be increased to its former amount of £141,418,750 by the creation of the appropriate number of Ordinary Shares of 5s. each. (b) the 7 per cent. Cumulative Preference Stock and Shares, the 5 per cent. Cumulative Preference Stock and Shares, the 8 per cent. Cumulative A Preference Stock and Shares and the 20 per cent. Cumulative Preferred Ordinary Stock and Shares be redesignated as 7 per cent. First Cumulative Preference Stock and Shares, 5 per cent. First Cumulative Preference Stock and Shares, 8 per cent. Second Cumulative Preference Stock and Shares and 20 per cent. Third Cumulative Preferred Ordinary Stock and Shares respectively. 39 CHANCERY DIVISION MR. JUSTICE SIMONDS FO. 123 R.28 Monday the 24th day of October 1966 In the Matter of UNILEVER LIMITED and In the Matter of THE COMPANIES ACT, 1948 Upon the Petition of the above-named Unilever Limited (hereinafter called “the Company”) whose registered office is situate at Port Sunlight Birkenhead in the County of Chester on the 26th September 1966 preferred unto this Court And Upon Hearing Counsel for the Company And Upon Reading the said Petition the Order dated the 14th July 1966 (whereby the Company was ordered to convene separate Meetings of the holders of (i) its 7 per cent. Cumulative Preference Stock (ii) its 5 per cent. Cumulative Preference Stock (iii) its 8 per cent. CumulatIve A Preference Stock (iv) its 20 per cent. Cumulative Preferred Ordinary Stock and (v) its Ordinary Shares for the purpose of considering and if thought fit approving, with or without modification, a Scheme of Arrangement proposed to be made between the Company the holders of its said Stocks and Shares and the holders of its Deferred Stock) the Order dated the 7th October 1966 (dispensing with the settlement of a list of Creditors) The Times newspaper of the 26th August 1966 (containing an advertisement of the notice convening the Meetings directed to be held by the said Order dated the 14th July 1966) The Times newspaper of the 15th October 1966 (containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day) and three Affidavits of George James Baron Cole of Blackfriars filed respectively the 11th July 1966 and the 27th September 1966 the two joint Affidavits of John Arthur Smethurst and William Favager filed respectively the 8th September 1966 and the 19th October 1966 the Affidavit of Kenneth Lysberg Barber and the Affidavit of Edward James Wells both filed the 27th September 1966 and the Exhibits in the said Affidavits respectively referred to This Court doth hereby sanction the Scheme of Arrangement as set forth in the Schedule to the said Petition (subject to the modifications approved by this Court on the hearing of the said Petition) which Scheme of Arrangement as so modified and sanctioned is set forth in the First Schedule hereto And this Court doth order that the reduction of the capital of the Company resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the Company held on the 20th September 1966 be and the same is hereby confirmed in accordance with the provisions of the above mentioned Act And the Court doth hereby approve the Minute set forth in the Second Schedule hereto And it is ordered that this Order be produced to the Registrar of Companies and that an Office Copy hereof be delivered to him together with a copy of the said Minute And it is ordered that notice of the registration by the Registrar of Companies of this Order (so far as it confirms the reduction of the capital of the Company) and of the said Minute be published once in The Times newspaper within 21 days after such registration MAURICE BERKELEY, Registrar In the High Court of Justice No. 00987 of 1966 Seal Supreme Court of Judicature Unilever Articles of Association 40


Capital Alterations Unilever Articles of Association No. 00987 of 1966 THE FIRST SCHEDULE before referred to In the High Court of Justice CHANCERY DIVISION In the Matter of UNILEVER LIMITED and In the Matter of THE COMPANIES ACT, 1948 Scheme of arrangement (under Section 206 of the Companies Act, 1948) between the term “non-assented” in UNILEVER LIMITED and the holders of: relation to Preferential Stock (1) its 7 per cent. Cumulative Preference Stock; (2) its 5 per cent. Cumulative Preference Stock; (3) its 8 per cent. Cumulative A Preference Stock; (4) its 20 per cent. Cumulative Preferred Ordinary Stock; (5) its Ordinary Shares of 5s. each; and (6) its Deferred Stock. the term “assented” in relation to Preferential Stock PRELIMINARY In this Scheme the following expressions shall bear the following meanings:– “the Company” means Unilever Limited; “the New Loan Stock” “the Preferential Stock” means the £35,984,690 “the Effective Date” 7 per cent. Cumulative Preference Stock, the £2,360,000 5 per cent. Cumulative Preference Stock, the £15,661,749 8 per cent. Cumulative A Preference Stock and the £2,287,312 20 per cent. Cumulative Preferred Ordinary Stock in the capital of the Company; “this Scheme” “holder” means Preferential Stock in respect of which the holder shall give a valid Notice of Non-Assent under Clause 5 of this Scheme; means Preferential Stock which is not non-assented; means the Unsecured Loan Stock of the Company to be created pursuant to Clause 1 of this Scheme; means the day on which this Scheme becomes effective in accordance with Clause 9 of this Scheme; means this Scheme (including the Appendices hereto) in its present form or with any modification thereof or addition thereto or condition approved or imposed by the Court; includes person entitled by transmission. 41 Creation of New Loan S1 t ock (a) The Company shall create New Loan Stock up to £62,695,050 in aggregate nominal amount as follows:– (i) up to £60,335,050 73⁄4 per cent. Unsecured Loan Stock 1991/2006; (ii) up to £2,360,000 51⁄2 per cent. Unsecured Loan Stock 1991/2006. (b) The New Loan Stock shall be constituted by a Trust Deed between the Company of the one part and The Law Debenture Corporation, Limited as trustees of the other part and shall contain or incorporate provisions to the effect of those set forth in Appendix A to this Scheme and shall be in the form of the draft already prepared and subscribed for the purposes of identification by Slaughter and May, Solicitors, with such modifications and additions, if any, as may prior to the execution thereof be approved by the Company and the Trustees. Reduction of Share Capital 2 (a) The share capital of the Company shall be reduced by the cancellation of the assented Preferential Stock and of the 1,655,310 unissued 5 per cent. Cumulative Preference Shares of £1 each and the 24,338,251 unissued 8 per cent. Cumulative A Preference Shares of £1 each in the capital of the Company. (b) Forthwith upon the said reduction of capital taking effect the share capital of the Company shall be increased to its former amount by the creation of Ordinary Shares of 5s. each. Allotment of New Loan Stock 3 (a) In consideration of the cancellation of the assented Preferential Stock the Company shall within 28 days after the Effective Date (but subject as regards fractions to the provisions of paragraph (b) of this Clause) allot and issue credited as fully paid to the persons who at the close of business on the day immediately preceding the Effective Date are the registered holders of the assented Preferential Stock for every £100 in nominal amount of assented Preferential Stock of the class shown in column 1 of the Table below set out New Loan Stock of the nominal amount and class shown in column 2 of the said Table and so in proportion for holdings of less than £100 or which are not an exact multiple thereof:– Table 1 £100 Preferential Stock 7 per cent. Cumulative Preference Stock. 2 New Loan Stock £100 73⁄4 per cent. Unsecured Loan Stock 1991/2006. 5 per cent. Cumulative Preference Stock. £100 51⁄2 per cent. Unsecured Loan Stock 1991/2006. 8 per cent. Cumulative A Preference Stock. £114 73⁄4 per cent. Unsecured Loan Stock 1991/2006. 20 per cent. Cumulative Preferred Ordinary Stock. £284 73⁄4 per cent. Unsecured Loan Stock 1991/2006. (b) No holder of any of the assented Preferential Stock shall be entitled to be allotted any fraction of £1 of New Loan Stock but any fractional amounts to which but for this provision holders of assented Preferential Stock would have been entitled shall be aggregated and allotted to the Secretary of the Company or to some person or persons nominated by him upon trust to sell the same and the Company shall distribute the net proceeds of such sale to the persons entitled thereto. (c) The amount of 73⁄4 per cent. Unsecured Loan Stock to be allotted to a holder of assented Preferential Stock of two or more classes and the fractional entitlement, if any, of any such holder shall be determined by aggregating the amounts of 73⁄4 per cent. Unsecured Loan Stock which, but for the provisions of paragraph (b) of this Clause, would have been allotted to such holder. Dividends and Interest 4 (a) The New Loan Stock to be issued pursuant to this Scheme shall carry interest calculated as from and including the 1st July, 1966. (b) The holders of the assented Preferential Stock shall not be entitled to receive any dividends on the assented Preferential Stock held by them respectively in respect of any period commencing after the 30th June, 1966. (c) Each mandate in force at the close of business on the day immediately preceding the Effective Date relating to the payment of dividends on assented Preferential Stock shall unless and until revoked be deemed as from such date to be a valid and effective mandate to the Company in relation to interest on the corresponding New Loan Stock. Notice of Non-Assent 5 (a) If any holder of Preferential Stock shall, in manner provided in paragraph (b) of this Clause, give notice in the form prescribed by the Company (herein called “Notice of Non-Assent”) to the Company that such holder does not wish to have all or some part of the Preferential Stock held by him cancelled, the Preferential Stock held by such holder shall, to the extent specified in such Notice of Non-Assent, for the purposes of this Scheme be nonassented. (b) Every such notice shall be signed (or in the case of a body corporate executed under its Common Seal, if any) by the holder or, in the case of joint holdings, all the holders of the Preferential Stock concerned and sent or delivered to the Joint Registrars of the Company accompanied by the relative stock certificate or certificates so as to be received by the Joint Registrars on or before the 19th September, 1966, or posted before the 19th September, 1966 and received by the said Joint Registrars on or before the 27th September, 1966. Modification of Rights attached to Classes of Share Capital The Scheme Unilever Articles of Association 42 Capital Alterations Unilever Articles of Association 6 (a) The Company shall alter its Articles of Association by substituting for Articles 3 and 49 the new Articles 3 and 49 set forth in Resolution numbered 3 in the Notice convening an Extraordinary General Meeting of the Company for the 20th September, 1966. (b) From and after the Effective Date the rights set forth in Appendix B to this Scheme shall be attached to the non-assented Preferential Stock in substitution for and to the exclusion of those rights now set forth in paragraph (viii) of Article 9 of the Articles of Association of the Company. (c) Nothing in this Scheme contained shall prevent the alteration or variation of any rights attached to any Stock or Shares in the capital of the Company or any provision in the Articles of Association of the Company in any manner for the time being authorised by law or by such Articles. Certificates for New Loan Stock and Cash Payments 7 As soon as practicable after the allotments of the New Loan Stock, the Company shall send to the allottees notices informing them that this Scheme has become effective and, unless prohibited by law, enclosing certificates for the amounts of New Loan Stock and shall, either simultaneously or as soon as practicable thereafter and unless prohibited by law, send to the allottees cheques or postal orders for any cash payments in respect of fractions, being the amounts and payments to which they are respectively entitled under this Scheme. 8 (a) All certificates for New Loan Stock shall be sent by the Company to the holders of the assented Preferential Stock through the post in prepaid envelopes addressed to such holders at their respective registered addresses (or, in the case of joint holders, to the address of that one of the joint holders whose name stands first in the register in respect of such joint holding) and the Company shall not be responsible for any loss in transmission. (b) All cash payments in respect of fractions required to be made pursuant to this Scheme to holders of assented Preferential Stock shall be made by the Company to such holders by sending cheques or postal orders for the amounts payable through the post in the manner and to the addresses mentioned in paragraph (a) of this Clause, and the Company shall not be responsible for any loss in transmission. All such cheques and postal orders shall be made payable to the order of the person to whom the payment is due or, in the case of joint holders entitled to such payment, to the order of that one of the joint holders whose name stands first in the register in respect of such joint holding. Payment of any cheque or encashment of any postal order (as the case may be) shall be a complete discharge to the Company for the moneys represented thereby. The Effective Date 9 This Scheme shall become effective as soon as an office copy or office copies of the Order of the Court sanctioning under Section 206 of the Companies Act, 1948 this Scheme and confirming under Section 68 of the said Act the reduction of capital provided for in this Scheme shall have been duly delivered to the Registrar of Companies for registration; and unless this Scheme shall have become effective as aforesaid on or before the 31st December, 1966, or such later date, if any, as the Court may allow, the same shall never become effective. 10 The Company may consent on behalf of all concerned to any modification of or addition to this Scheme or to any conditions which the Court may think fit to approve or impose. Fundamental Condition 11 Notwithstanding anything hereinbefore contained if less than 50 per cent. in aggregate nominal amount of the Preferential Stock (or such lesser nominal amount as the Company shall within fourteen days after the holding of the meetings convened by Order of the Court for the purpose of considering this Scheme by Resolution of its Board of Directors decide) falls to be treated as assented Preferential Stock for the purposes of this Scheme, this Scheme shall not be capable of becoming effective. Dated 25th August, 1966. 43 Provisions relating to New Loan Stock The 51⁄2 per cent. Unsecured Loan Stock 1991/2006 (“the 51⁄2 per cent. Stock”) and the 73⁄4 per cent. Unsecured Loan Stock 1991/2006 (“the 73⁄4 per cent. Stock”) – together referred to herein as “the Stocks” – will be created by a Resolution of the Board of Directors and will be constituted by a Trust Deed in favour of The Law Debenture Corporation, Limited, as Trustees. The Trust Deed will contain provisions, inter alia, to the following effect:– 1 Amounts The 51⁄2 per cent. Stock will not exceed £2,360,000; the 73⁄4 per cent. Stock wiII not exceed £60,335,050. 2 Interest The 51⁄2 per cent. Stock and the 73⁄4 per cent. Stock will carry interest respectively at the rates of 51⁄2 per cent. and 73⁄4 per cent. per annum, payable half-yearly on 30th June and 31st December. The first payment of interest will be made on 31st December, 1966 and will amount to £2 15s. 0d. (less income tax) per £100 nominal of the 51⁄2 per cent. Stock and £3 17s. 6d. (less income tax) per £100 nominal of the 73⁄4 per cent. Stock. 3 Redemption, Purchase and Final Repayment (a) The Stocks, unless previously purchased or redeemed, will be repaid on 30th June, 2006, at par plus accrued interest. (b) The Company will be entitled to redeem the whole or any part, to be selected by drawings, of the Stocks at par plus accrued interest on or at any time after 30th June, 1991, on giving not less than three months’ notice in writing. (c) The Company may at any time purchase any part of the Stocks on any recognised Stock Exchange or by tender (available to all Stockholders of the particular Stock alike) at any price or by private treaty at a price not exceeding par in the case of the 51⁄2 per cent. Stock and £105 per cent. in the case of the 73⁄4 per cent. Stock (exclusive in each case of expenses and accrued interest) but not otherwise. (d) The Company may exercise its rights and powers of redemption and purchase as regards the 51⁄2 per cent. Stock and the 73⁄4 per cent. Stock at its sole discretion and without obligation to maintain any ratio between the amounts for the time being outstanding of either of such series. (e) All stock purchased or redeemed shall be cancelled and shall not be available for re-issue. 4 Limitation on Borrowings (A) The Company shall procure that so long as any part of the Stocks remains outstanding the aggregate principal amount (including any premium payable on final repayment) outstanding of borrowings by the Company and all its subsidiaries (but excluding borrowings by any of such companies from any other of them) shall not exceed a sum equal to twice the adjusted total of capital and reserves (as defined below). (B) The Company shall procure that so long as any part of the Stocks remains outstanding the aggregate principal amount (including any premium payable on final repayment) outstanding of (a) secured borrowings of the Company (otherwise than from any of its subsidiaries) and (b) all borrowings whether secured or unsecured of its subsidiaries (otherwise than from the Company or from another subsidiary) shall not exceed a sum equal to two thirds of the adjusted total of capital and reserves. For the purposes of the provisions of (A) and (B) above relating to borrowing:– (i) the principal amount (together with any premium payable on final repayment) of any debentures within the meaning of Section 455 of the Companies Act, 1948 issued by the Company or any of its subsidiaries shall (unless otherwise taken into account) be deemed to be borrowings; (ii) the principal amount raised by the Company or any of its subsidiaries by acceptances under any acceptance credit opened on its behalf by any bank or accepting house shall be deemed to be borrowings; (iii) the nominal amount of any issued share capital and the principal amount of any borrowings (together in each case with any premium on redemption or repayment) the repayment whereof is guaranteed by the Company or by any of its subsidiaries shall be deemed to be borrowings by the guaranteeing company unless otherwise taken into account; (iv) any borrowings of the Company or any of its subsidiaries for the express purpose of repaying the whole or any part of any borrowings of the Company or any of its subsidiaries for the time being outstanding (including any premium on redemption or repayment) and taken into account and applied for that purpose within four months of such borrowing shall pending application for such purpose within such period be deemed not to be borrowings; (v) the nominal amount of any issued share capital (not being equity share capital) of a subsidiary owned otherwise than by the Company or by a subsidiary shall be deemed to be borrowings of the subsidiary; (vi) in the case of a subsidiary, part of whose equity share capital is held otherwise than by the Company or another subsidiary, the proportion of the total amounts borrowed by such subsidiary which is borrowed otherwise than from the Company or another subsidiary which corresponds to the proportion of the total nominal amount of the issued equity share capital of such subsidiary held otherwise than by the Company or another subsidiary shall be deemed not to be borrowings. 5 Definitions The expression “the adjusted total of capital and reserves” means at any material time the amount of the issued and paid-up share capital of the Company plus the aggregate amount standing to the credit of the consolidated capital and revenue reserves (including any share premium account and capital redemption reserve fund) plus or minus the amount standing to the credit or debit (as the case may be) of the consolidated profit and loss account of the Company and its subsidiaries all as shown in the latest audited consolidated accounts of the Company but:– (i) adjusted as may be appropriate to take account of (a) any increase in or reduction of the issued and paidup share capital or the share premium account of the Company since the date to which the consolidated balance sheet incorporated in such accounts shall Appendix A Unilever Articles of Association 44


Capital Alterations Unilever Articles of Association have been made up and any distributions (other than normal preference dividends and interim dividends paid in each case out of profits earned since such date) in cash or specie made from such reserves or profit and loss account since such date and (b) any subsidiary not consolidated in such accounts, any companies which since the date of such accounts have ceased to be subsidiaries and any companies which will become subsidiaries as a result of the transaction in relation to which the calculation falls to be made; (ii) excluding any sums set aside for taxation, other than any sums set aside in respect of taxation equalisation; (iii) after deducting any amount for goodwill or any other intangible asset (not being an amount representing part of the cost of an acquisition of shares or other property) incorporated as an asset in such balance sheet (as adjusted); (iv) excluding any amounts attributable to minority interests in subsidiaries; (v) after making such other adjustments (if any) as the Auditors of the Company may consider appropriate. 6 Transfer The Stocks will each be registered and transferable in amounts and multiples of £1. 7 Modification of Rights The provisions of the Trust Deed and the rights of the holders of the Stocks will be subject to modification by Extraordinary Resolution of the Stockholders concerned as provided in the Trust Deed. In addition, the Trustees may from time to time without any consent or sanction of the Stockholders concerned (but only if and in so far as in the opinion of the Trustees the interests of such Stockholders will not be materially prejudiced thereby) assent to any modification of the provisions of the Trust Deed or any Supplemental Trust Deed. Provision will be made for separate meetings of the holders of the series concerned where the subject matter of any proposed Resolution is considered by the Trustees to involve a conflict of interest between the holders of one series of the Stock and the holders of the other series of the Stock. 8 Indemnification The Trust Deed will contain provisions for indemnifying the Trustees and for relieving them from responsibility in certain events. 45 On a return of assets in a winding-up or otherwise the 7 per cent. First Cumulative Preference Shares, 5 per cent. First Cumulative Preference Shares, 8 per cent. Second Cumulative Preference Shares and 20 per cent. Third Cumulative Preferred Ordinary Shares shall be entitled to rank for repayment of the capital paid up or credited as paid up thereon in the same priorities respectively as they rank for dividend together with a sum equal to any arrears or deficiency of dividend in respect thereof (whether declared or undeclared) and together also by way of premium with an amount per share equal to the excess (if any) of the market value of such Preference and Preferred Ordinary Shares respectively over the amount paid up or credited as paid up thereon, such market value to be established by taking the average as certified by the Company’s Auditors of the means of the daily quotations at which the said Preference Shares and Preferred Ordinary Shares respectively shall have been quoted in the Daily Official List published by The Stock Exchange, London, during the six months immediately preceding the relevant date, after first deducting from the mean on each day a sum equal to any arrears or deficiency of dividend in respect thereof (whether declared or undeclared) up to that day (less an amount equivalent to income tax on such sum at the standard rate for the time being in force). Provided that in the event of a reduction of capital involving repayment of part only of the capital paid up or credited as paid up on the said Preference Shares and Preferred Ordinary Shares a proportionate part only of any such premium as aforesaid shall be payable. “The relevant date” means in the case of a compulsory winding- up the commencement of the windingup and in the case of a voluntary winding-up or reduction of capital the date thirty days before the despatch of the notice convening the meeting to pass the resolution for winding up or reduction of capital as the case may be. The said Preference Shares and Preferred Ordinary Shares shall confer no further or other right to participate in profits or assets. APPENDIX B (see Clause 6(b) of the Scheme) Unilever Articles of Association46 Capital Alterations Unilever Articles of Association THE SECOND SCHEDULE before referred to MINUTE APPROVED BY THE COURT The capital of Unilever Limited was by virtue of a Special Resolution and a Scheme of Arrangement sanctioned by an Order of the High Court of Justice dated the 24th day of October 1966 reduced from the former capital of £141,418,750 divided into £35,984,690 7 per cent. Cumulative Preference Stock, £2,360,000 5 per cent. Cumulative Preference Stock, £15,661,749 8 per cent. Cumulative A Preference Stock, £2,287,312 20 per cent. Cumulative Preferred Ordinary Stock, 1,655,310 5 per cent. Cumulative Preference Shares of £1 each, 24,338,251 8 per cent. Cumulative A Preference Shares of £1 each, 236,125,752 Ordinary Shares of 5s. each and £100,000 Deferred Stock to £64,274,506 divided into £3,502,564 7 per cent. Cumulative Preference Stock, £172,382 5 per cent. Cumulative Preference Stock, £1,218,546 8 per cent. Cumulative A Preference Stock, £249,576 20 per cent. Cumulative Preferred Ordinary Stock, 236,125,752 Ordinary Shares of 5s. each and £100,000 Deferred Stock. At the date of the registration of this Minute 181,348,592 of the said Ordinary Shares have been issued and are deemed to be fully paid and none of the remaining Ordinary Shares has been issued. By virtue of a Special Resolution of the Company to take effect forthwith upon the said reduction of capital taking effect the capital of the Company has been increased to £141,418,750 by the creation of 308,576,976 Ordinary Shares of 5s. each. 47 UNILEVER LIMITED having by Special Resolution reduced its Capital, as confirmed by an Order of the High Court of Justice, Chancery Division, bearing date the Twenty-fourth day of October One Thousand Nine Hundred and Sixty-Six. Given under my hand at London this Fifth day of December One Thousand Nine Hundred and Sixty-Six. A. E. WHITBY, Assistant Registrar of Companies. Certificate of registration No. 41424 of Order of Court and Minute on reduction of Capital (Pursuant to Sec. 69 of the Companies Act, 1948.) I hereby Certify That the said Order and a Minute showing the capital and shares of the Company as approved by the said Order were Registered pursuant to Section 69 of the Companies Act, 1948, on the Second day of December One Thousand Nine Hundred and Sixty-Six. Unilever Articles of Association48


Capital Alterations Unilever Articles of Association At an Extraordinary General Meeting of the Company duly convened and held on the 12th day of December, 1983, the following Resolution was duly passed as a Special Resolution:– Resolution That (a) the capital of the Company be reduced from £141,418,750 to £135,170,274, such reduction to be effected by cancelling the whole of the capital paid up on 24,993,904 Ordinary Shares of 25p each, being that part of the holding of Ordinary Shares in the capital of the Company registered in the names of Sir David Alexander Orr, The Right Honourable Philip William Bryce Third Viscount Leverhulme, Seamus George Sweetman, Kenneth Durham and Cecil Frazer Sedcole, which is held by them as Trustees of the Will of the First Viscount Leverhulme in the Fund known as the Office Holders Fund, and by cancelling and extinguishing such Ordinary Shares; and (b) forthwith upon such reduction of capital taking effect, the authorised capital of the Company be increased to its former amount of £141,418,750 by the creation of 24,993,904 Ordinary Shares of 25p each. 49 CHANCERY DIVISION MR. JUSTICE HARMAN FO. 228 C1 Tuesday the 24th Day of January, 1984 In the Matter of UNILEVER PLC and In the Matter of THE COMPANIES ACT 1948 Upon the Petition of the above-named Unilever PLC whose registered office is situate at Port Sunlight Wirral Merseyside L62 4XN on the 12th December, 1983 preferred unto this Court And upon hearing Counsel for the Petitioner And upon reading the said Petition (as amended) the Order dated the 22nd December, 1983 (dispensing with the settlement of a list of Creditors) the Affidavit of Kenneth Durham filed the 15th December, 1983 the Affidavit of James Dewar Keir filed the 18th January, 1984 the Exhibits in the said Affidavits respectively referred to and “The Times” Newspaper of the 14th January, 1984 (containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day) This Court doth order that the reduction of the capital of the said Company from £141,418,750 to £135,170,274 resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the said Company held on the 12th December, 1983 be and the same is hereby confirmed in accordance with the provisions of the above mentioned Act. And the Court doth hereby approve the Minute set forth in the Schedule hereto And it is ordered that this Order be produced to the Registrar of Companies and that an Office Copy hereof be delivered to him together with a copy of the said Minute And it is ordered that notice of the registration by the Registrar of Companies of this Order and of the said Minute be published once in “The Times” newspaper within 21 days after such registration. JOHN BRADBURN, Registrar In the High Court of Justice No. 007556 of 1983 Unilever Articles of Association50 Capital Alterations Unilever Articles of Association THE SCHEDULE before referred to MINUTE APPROVED BY THE COURT The Capital of Unilever PLC was by virtue of a Special Resolution and with the sanction of an Order of the High Court of Justice dated the 24th January, 1984 reduced from £141,418,750 divided into £3,502,564 7 per cent First Cumulative Preference Stock £172,382 5 per cent First Cumulative Preference Stock £1,218,546 8 per cent Second Cumulative Preference Stock £249,576 20 per cent Third Cumulative Preferred Ordinary Stock 544,702,728 Ordinary Shares of 25p each and £100,000 Deferred Stock to £135,170,274 divided into £3,502,564 7 per cent First Cumulative Preference Stock £172,382 5 per cent First Cumulative Preference Stock £1,218,546 8 per cent Second Cumulative Preference Stock £249,576 20 per cent Third Cumulative Preferred Ordinary Stock 519,708,824 Ordinary Shares of 25p each and £100,000 Deferred Stock At the date of the registration of this Minute 158,073,358 of the said Ordinary Shares have been issued and are deemed to be fully paid and none of the remaining Ordinary Shares has been issued. By virtue of a Special Resolution of the Company to take effect forthwith upon the said reduction of capital taking effect the capital of the Company has been increased to £141,418,750 by the creation of 24,993,904 Ordinary Shares of 25p each. 51 Articles Whereas UNILEVER PLC having by Special Resolution reduced its capital as confirmed by an Order of the High Court of Justice, Chancery Division dated the 24th January, 1984. Now therefore Given under my hand at Cardiff the 14th February, 1984 T. G. THOMAS, An Authorised Officer Certificate of registration No. 41424 of Order of Court and Minute on reduction of Capital I hereby Certify that the said Order and Minute approved by the Court were registered pursuant to section 69 of the Companies Act, 1948, on the 27th January, 1984. Unilever Articles of Association 52


Articles Unilever Articles of Association At an Extraordinary General Meeting of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as a Special Resolution:– Resolution That subject to the consent of the holders of the Company’s 7 per cent. First Cumulative Preference Stock, 5 per cent. First Cumulative Preference Stock, 8 per cent. Second Cumulative Preference Stock and 20 per cent. Third Cumulative Preferred Ordinary Shares of 25p each given by extraordinary resolutions as provided in Article 11 of the Company’s Articles of Association, the authorised capital of the Company be reduced from £141,418,750 to £136,275,682 and that such reduction be effected by returning the whole of the capital paid up on the £3,502,564 7 per cent. First Cumulative Preference Stock together with a premium of 7p per £1 nominal of such Stock, 78p of the capital paid up on each £1 nominal of the £172,382 5 per cent. First Cumulative Preference Stock, the whole of the capital paid up on the £1,218,546 8 per cent. Second Cumulative Preference Stock together with a premium of 14p per £1 nominal of such Stock and the whole of the capital paid up on each of the 998,304 20 per cent. Third Cumulative Preferred Ordinary Shares together with a premium of 40p per share and cancelling and extinguishing all the said Preference Stocks and Preferred Shares. At a Class Meeting of holders of 7 per cent. First Cumulative Preference Stock of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary Resolution:– Resolution That this Class Meeting of the holders of the 7 per cent. First Cumulative Preference Stock in the capital of the Company hereby consents on behalf of all the holders of such Stock to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January, 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Stock which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Stock. 53 Articles That this Class Meeting of the holders of the 5 per cent. First Cumulative Preference Stock in the capital of the Company hereby consents on behalf of all the holders of such Stock to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Stock which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Stock. At a Class Meeting of holders of 5 per cent. First Cumulative Preference Stock of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary Resolution:– Resolution That this Class Meeting of the holders of the 8 per cent. Second Cumulative Preference Stock in the capital of the Company hereby consents on behalf of all the holders of such Stock to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Stock which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Stock. At a Class Meeting of holders of 8 per cent. Second Cumulative Preference Stock of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary Resolution:– Resolutions Unilever Articles of Association 54 Articles Unilever Articles of Association At a Class Meeting of holders of 20 per cent. Third Cumulative Preferred Ordinary Shares in the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary Resolution:– Resolution That this Class Meeting of the holders of the 20 per cent. Third Cumulative Preferred Ordinary Shares in the capital of the Company hereby consents on behalf of all the holders of such Shares to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Shares which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Shares. 55 Articles CHANCERY DIVISION COMPANIES COURT MR. JUSTICE MILLETT Monday the 27th day of February 1989 In the Matter of UNILEVER PLC and In the Matter of THE COMPANIES ACT 1985 Upon the Petition of the above-named Unilever PLC (hereinafter called “the Company”) whose registered office is situate at Port Sunlight Wirral Merseyside L62 4ZA And Upon Hearing Counsel for the Company And Upon Reading the documents recorded on the Court File as having been read It is ordered that the reduction of the capital of the Company from £141,418,750 to £136,275,682 resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the Company held on the 23rd January 1989 be confirmed. And the Court approves the Minute set forth in the Schedule hereto AND IT IS FURTHER ORDERED (1) that this Order be produced by the Company to the Registrar of Companies and that it deliver an Office Copy to him together with a copy of the said Minute (2) that notice of the registration by the Registrar of Companies of this Order and of the said Minute be published by the Company once in the Financial Times newspaper within 21 days after such registration. In the High Court of Justice No. 00433 of 1989 Unilever Articles of Association 56


Articles Unilever Articles of Association THE SCHEDULE Minute approved by the Court “The capital of Unilever PLC was by virtue of a Special Resolution and with the sanction of an Order of the High Court of Justice dated 27th day of February 1989 reduced from £141,418,750 (divided into £3,502,564 7 per cent. First Cumulative Preference Stock £172,382 5 per cent. First Cumulative Preference Stock £1,218,546 8 per cent. Second Cumulative Preference Stock 998,304 20 per cent. Third Cumulative Preferred Ordinary Shares of 25p each 2,723,513,640 Ordinary Shares of 5p each and £100,000 Deferred Stock) to £136,275,682 (divided into 2,723,513,640 Ordinary Shares of 5p each and £100,000 Deferred Stock). At the date of the registration of this Minute 794,082,087 Ordinary Shares of 5p each have been issued and are deemed to be fully paid and none of the remaining Ordinary Shares has been issued”. 57 Articles Whereas UNILEVER PLC having by Special Resolution reduced its capital as confirmed by an Order of the High Court of Justice, Chancery Division dated the 27th February 1989. Now therefore Given under my hand at Cardiff the 13th March 1989. An Authorised Officer. Certificate of registration No. 41424 of Order of Court and Minute on reduction of Capital I hereby Certify that the said Order and Minute approved by the Court were registered pursuant to section 138 of the Companies Act 1985 on the 2nd March 1989. Unilever Articles of Association 58 Articles Unilever Articles of Association Special and other resolutions At an Extraordinary General Meeting of the Company duly convened and held on the 18th day of June, 1931, the following Resolution was duly passed:– Resolution That all the fully paid Shares in the capital of the Company now issued and outstanding be converted into Stock and that all Shares in the capital of the Company at present unissued be converted into Stock as and when the same are issued and are fully paid up. At a separate General Meeting of the Ordinary Stockholders of the Company duly convened and held on the 12th day of July, 1951, the following Resolution was duly passed:– Resolution That this separate General Meeting of the holders of the issued 13,694,008 Ordinary Shares of £1 each in the capital of Lever Brothers & Unilever Limited (now represented by £13,694,008 Ordinary Stock) hereby, in pursuance of Article 3 of the Company’s Articles of Association, sanctions the modification of the terms of the Agreement dated the 28th day of June, 1946, between Lever Brothers & Unilever N.V. of the one part and the Company of the other part (being the Agreement referred to in the said Article 3) in manner provided by a Supplemental Agreement in the terms of the draft produced to this Meeting and, for the purpose of identification subscribed by the Chairman thereof, and authorises the Directors of the Company to enter into and carry into effect such Supplemental Agreement. 59 Articles That the whole of the issued Ordinary Stock in the capital of the Company be re-converted into fully paid Ordinary Shares of 5s. 0d. each and that each of the unissued Ordinary Shares of £1 each in the capital of the Company be sub-divided into four Ordinary Shares of 5s. 0d. each. At an Extraordinary General Meeting of the Company duly convened and held on the 27th day of October, 1961, the following Resolutions were duly passed as an Ordinary Resolution and a Special Resolution respectively:– Resolutions That as from the date of the passing of this Resolution the provisions of the Resolutions passed on the 18th June, 1931, and the 12th October, 1937, that all unissued Shares in the capital of the Company be converted into Stock as and when the same are issued and are fully paid up, shall cease to apply to the Ordinary Share capital of the Company. That the £249,576 20 per cent. Third Cumulative Preferred Ordinary Stock in the capital of the Company be re- converted into 998,304 fully paid 20 per cent. Third Cumulative Preferred Ordinary Shares of 25p each. At the Annual General Meeting of the Company duly convened and held on the 17th day of May, 1978, the following Resolution was duly passed:– Resolution Unilever Articles of Association60


Articles Unilever Articles of Association At a Meeting of the Directors duly convened and held on the 9th day of April, 1981, the following Resolution was duly passed:– Resolutions That (1) Pursuant to Section 8 of the Companies Act, 1980 the Company be re-registered as a public company. (2) The Memorandum of Association of the Company be altered in manner following: (a) By deleting Clause 1 and substituting therefor the following clause:– “1 The name of the Company is “Unilever PLC”.” (b) By adding after Clause 1 the following Clause 1a:– “1a The Company is to be a public company.” (c) By deleting Clause 2 and substituting therefor the following clause:– “2 The registered office of the Company will be situated in England and Wales.” At the Annual General Meeting of the Company duly convened and held on the 18th May, 1983, the following Resolution was duly passed as a Special Resolution:– Resolution That the Memorandum of Association of the Company be altered by deleting the present Clause 3 and substituting for it the Clause 3 set out in the document which accompanied the notice of this meeting. 61 Articles That with effect from and including 29th June, 1987, the 544,702,728 Ordinary Shares of 25p each in the capital of the Company be sub-divided into 2,723,513,640 Ordinary Shares of 5p each. At the Annual General Meeting of the Company duly convened and held on the 20th May, 1987, the following Resolutions were duly passed as an Ordinary Resolution and a Special Resolution respectively:– Resolutions That with effect from and including 29th June, 1987, the draft regulations contained in the printed document submitted to the meeting and for the purposes of identification signed by the Chairman thereof, be approved and adopted as the Articles of Association of the Company in substitution for and to the exclusion of all existing Articles thereof. That the Articles of Association of the Company be altered as follows: (a) by deleting in article 2 the words, “Preference Shares.” includes Preferred Ordinary Shares; (b) by deleting in article 3 the second and third sentences and substituting therefor the following: ‘No modification of the terms of the said Agreement shall be made without the previous sanction of (a) an ordinary resolution of the Company in general meeting; and (b) an ordinary resolution passed at a separate general meeting of the holders of the Ordinary Shares. The provisions of article 11 shall apply to the separate general meeting hereinbefore mentioned, except only that the quorum necessary for the said meeting shall be the holders of a majority in nominal value of the Ordinary Shares present in person or by proxy, but so that if at any adjourned separate general meeting of the holders of the Ordinary Shares such quorum be not present, those of such holders who are present in person or by proxy shall be a quorum.’; At the Annual General Meeting of the Company duly convened and held on the 3rd May, 1989, the following Resolutions were duly passed as Special Resolutions:– Resolutions (c) by deleting article 5 and substituting therefor the following: ‘5 Subject to the provisions of the Companies Acts and to any rights conferred on the holders of any class of shares, any share may be issued which is to be redeemed, or is to be liable to be redeemed at the option of the Company or the holder, on such terms and in such manner as may be provided by these articles.’; (d) by deleting article 9 and substituting therefor the following: ‘9 (i) On the 3rd May, 1989 the authorised capital of the Company is £136,275,682, divided as follows: 2,723,513,640 Ordinary Shares of 5p each. 100,000 Deferred Shares of £1 each, all of which have been issued and are now represented by £100,000 Deferred Stock. (ii) The Ordinary Shares of 5p each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of article 135 hereof.’; (e) by deleting in article 10 all sentences save the last; (f) by deleting in article 11 paragraph (D) and substituting therefor the following: ‘(D) Subject as aforesaid the rights and privileges attached to any class shall for the purposes of this Unilever Articles of Association 62 Articles Unilever Articles of Association article not be deemed to be modified unless the modification prejudicially affects such rights or privileges.’; (g) by deleting in article 58 the last sentence; (h) by deleting in article 67 the words ‘one-tenth of the issued Preference Shares or’; (i) by deleting in article 117 the words ‘and an extraordinary resolution passed at a separate general meeting held in manner provided by article 11 of the holders of the whole of the Preference and Preferred Ordinary Shares (which for this purpose shall be deemed to constitute a single class)’; (j) by deleting article 135 and substituting therefor the following: ‘135 The profits of the Company at any time available for dividend and determined to be distributed by way of dividend for any period shall be applicable in order of priority and manner following: FIRST to the payment of a dividend for such period at the rate of 5 per cent. per annum on the capital paid up or credited as paid up on the Ordinary Shares. SECONDLY to the payment of a dividend for such period at the rate of 5 per cent. per annum or at such less rate as may be payable under the provisions of the Trust Deed dated 1st May, 1909, and made between William Hesketh Lever of the first part, the Company of the second part and Sydney Gross, Robert Barrie, John Lever Tillotson, John Gray and James Lever Ferguson of the third part and Deeds supplemental thereto on the nominal amount of the then issued and outstanding Preferential Certificates therein mentioned, such dividend to be paid to the Trustees of the said Trust Deed for distribution amongst the holders of such Preferential Certificates. THIRDLY to the payment of a further dividend for such period at the rate of 5 per cent. per annum on the capital paid up or credited as paid up on the Ordinary Shares. FOURTHLY to the payment of a dividend for such period at the rate of 6 per cent. per annum on the capital paid up or credited as paid up on the Deferred Shares. LASTLY the surplus after making the payments aforesaid shall be applied to the payment of an additional dividend on the capital paid up or credited as paid up on the Ordinary Shares.’; (k) by deleting in article 137 the words ‘the preferential dividends on their Preference Shares for the time being, and also’; and (I) by deleting article 156 and substituting therefor the following: ‘156 If the Company shall be wound-up, the assets available for distribution amongst the members shall be applied first in repaying to the holders of the Ordinary Shares and Deferred Shares pari passu the capital paid or credited as paid up thereon respectively and any balance of such assets then remaining shall belong to the holders of the Ordinary Shares.’ That the Articles of Association of the Company be altered by deleting in article 145(a) the word ‘beginning’ and substituting therefor the words ‘expiry of two months following the conclusion’. That the Articles of Association of the Company be altered by deleting article 117 and substituting therefor the following: ‘117 (A) The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities but shall restrict the Borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries with a view to securing that Borrowings shall not at any time without the previous sanction of an ordinary resolution of the Company in general meeting exceed an amount equal to three times the Adjusted Capital and Reserves of the Company. (B) For the purposes of this article (i) “Borrowings” means the aggregate principal amount for the time being remaining outstanding of all borrowings of the Company and its subsidiaries, whether secured or unsecured, but excluding:– (a) borrowings by the Company from any subsidiary (b) borrowings by any subsidiary from another subsidiary or from the Company (c) borrowings by any subsidiary in its capacity as a trustee of any pension or other fund for the benefit of employees (d) borrowings of a company which becomes a subsidiary hereafter for a period of twelve months from the date it becomes a subsidiary and deducting therefrom an amount equal to:– (e) the principal amount of any obligations, whether secured or unsecured, issued by the Company or any subsidiary the proceeds of which are intended to be used within six calendar months in repayment of other borrowings of the Company or such subsidiary then outstanding, and (f) all cash deposits, certificates of deposit and securities of governments and companies and similar instruments owned by the Company or any of its subsidiaries. (ii) “Adjusted Capital and Reserves” means the aggregate of:– (a) the amount paid up or credited as paid up on the issued share capital of the Company, (b) the amounts standing to the credit of the capital and revenue reserves, including share premium account, plus the balance at the credit of profit and loss account (or minus the amount, if any, standing to the debit of such account), and (c) the amounts standing as attributed to outside interests. 63 Articles all as shown in the latest published audited consolidated accounts of the Company and its subsidiaries Provided always that appropriate adjustments shall be made in respect of any variation in the paid up share capital or in the share premium account of the Company since the date of such audited accounts and Provided Further that in arriving at the said aggregate there shall be added back amounts equal to:– (d) the premium arising on consolidation of acquired subsidiaries, associated companies and businesses which, as at the date of calculation, have been written off against the consolidated reserves of the Company and its subsidiaries in accordance with United Kingdom accounting practices provided that the Company shall not have sold its interest in such subsidiaries, associated companies and businesses at the date of calculation, less a sum equal to amortisation of such premiums over 40 years on a straight line basis. (e) any provision made for deferred taxation in excess of the amount required to be provided by United Kingdom accounting practices. (C) The determination of the auditors as to the amount of Borrowings and Adjusted Capital and Reserves shall be conclusive and binding on all concerned and for the purposes of their computation the auditors may make such other adjustments as they deem fit. Nevertheless, for the purposes of this article the Directors may at any time act in reliance on a bona fide estimate of the said aggregates and if the limit herein contained is inadvertently exceeded, the amount borrowed in excess of the limit shall be disregarded until the expiration of 182 days after the date on which the Directors became aware that the situation had arisen. No debt incurred or security given in respect of moneys borrowed or secured in excess of the limit hereby imposed shall be invalid or ineffectual except in the case of express notice at the time the debt was incurred or the security given that the limit hereby imposed had been or was thereby exceeded.’ Unilever Articles of Association 64


Capital Alterations Unilever Articles of Association At the Annual General Meeting of the Company duly convened and held on the 4th May, 1994, the following Resolutions were duly passed as Special Resolutions:– Resolutions That the Articles of Association of the Company be and are hereby altered as follows:– (a) by deleting in Article 110(F) ‘and (ix) the Agreement referred to in Article 3 or any matters arising thereout’ and substituting therefor the following:– ‘(ix) any contract for the purchase or maintenance for any Director or Directors of insurance against any liability, and (x) the Agreement referred to in Article 3 or any matters arising thereout.’ (b) by deleting Article 158 and substituting therefor the following:– ‘158. Indemnity of Officers Subject to the provisions of the Companies Acts, the Company may indemnify any Director or other officer against any liability and may purchase and maintain for any Director or other officer or auditor insurance against any liability. Subject to these provisions, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every Director or other officer of the Company shall be indemnified, and if the Directors so determine an auditor may be indemnified, out of the assets of the Company against any liability incurred by him as a Director or other officer of the Company, or as auditor, in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Companies Acts in which relief from liability is granted to him by the court.’ That the Articles of Association of the Company be and are hereby altered by deleting Article 127 and substituting therefor the following:– ‘127. Delegation to Committees (A) The Directors may delegate any of their powers, authorities and discretions (with power to sub- delegate) to any committee, consisting of such person or persons (whether or not a Director or Directors) as they think fit. (B) Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Directors. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these articles for regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations imposed by the Directors. (C) The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the Directors generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Directors or by a committee authorised by the Directors.’ 65 Articles That the Articles of Association of the Company be and are hereby altered as follows:– (a) by deleting Article 14 and substituting therefor the following: ‘Execution of share certificates 14 Every share certificate shall be executed under a seal or in such other manner as the Directors having regard to the terms of issue and any listing requirements may authorise and shall specify the number and class of shares to which it relates and the amount or respective amounts paid up on the shares. The Directors may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical means or may be printed on them or that the certificates need not be signed by any person.’ (b) by deleting Article 128 and substituting therefor the following: ‘Participation in meetings by telephone 128 All or any of the Directors or members of any committee may participate in a meeting of the Directors or that committee by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting then is.’ (c) by deleting Article 141 and substituting therefor the following: ‘Payment procedures 141 Any dividend or any other moneys payable on or in respect of shares may be paid by cheque, warrant or similar financial instrument, or by other means, sent direct to the registered address of the holder or person entitled thereto or, in the case of joint holders, to the registered address of the holder who is first named in the register, or sent to such person and to such address as the holder or joint holders may in writing direct. Such payment may be sent through the post or equivalent means of delivery or by such other means, including by electronic media, offered by the Company as the holder or joint holders may in writing agree. Every such cheque, warrant, financial instrument or other form of payment shall be made payable to the person to whom it is sent or to such other person as the holder, or joint holders, may in writing direct, and payment of the cheque, warrant, financial instrument or other form of payment shall be a good discharge to the Company. Every such payment shall be sent at the risk of the person entitled to the money represented thereby. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys At the Annual General Meeting of the Company duly convened and held on the 3rd May, 1995, the following Resolutions were duly passed as Special Resolutions:– Resolutions payable or property distributable in respect of the shares held by them.’ That the Articles of Association of the Company be and are hereby altered as follows:– (a) by deleting Article 57 and substituting therefor the following: ‘Cessation of sending dividend payments 57 The Company may cease to send any cheque or warrant or other financial instrument through the post or employ any other means of payment for any dividend payable on any shares in the Company which is normally paid in that manner on those shares if either (a) in respect of at least two consecutive dividends payable on those shares the cheques or warrants or other financial instruments have been returned undelivered or remain uncashed or that means of payment has failed or (b) following one such occasion reasonable enquiries have failed to establish any new address of the registered holder. Subject to the provisions of these articles, the Company may recommence sending cheques or warrants or other financial instruments or employing such means in respect of dividends payable on those shares if the holder or person entitled by transmission requests such recommencement in writing.’ (b) by deleting Article 134 and substituting therefor the following: ‘Use of seals 134 The Directors shall provide for the custody of every seal. A seal shall only be used by the authority of the Directors or a committee authorised by the Directors in that behalf pursuant to Article 127. Subject as otherwise provided in these articles, any instrument to which the common seal is applied shall be signed by at least one Director and the Secretary or by at least two Directors or by at least two persons for the time being appointed to a committee authorised by the Directors as aforesaid, and any instrument to which an official seal is applied need not, unless the Directors for the time being otherwise decide or the law otherwise requires, be signed by any person.’ Unilever Articles of Association 66 Articles Unilever Articles of Association That the Articles of Association of the Company be and are hereby altered as follows:– (a) by deleting Article 75 and substituting therefor the following: ‘Adjournments and notice of adjournment 75 (A) The chairman may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either sine die or to another time or place where it appears to him that (a) the members wishing to attend cannot be conveniently accommodated in the place appointed for the meeting or (b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business or (c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted. In addition, the chairman may at any time with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting either sine die or to another time or place. When a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the Directors. No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place. (B) When a meeting is adjourned for three months or more, or sine die, notice of the adjourned meeting shall be given as in the case of an original meeting. Except where these articles otherwise require, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.’ (b) by deleting Article 76 and substituting therefor the following: ‘Security and other arrangements at general meetings 76 The Directors may direct that members or proxies wishing to attend any general meeting should submit to such searches or other security arrangements or restrictions as the Directors shall consider appropriate in the circumstances and shall be entitled in their absolute discretion to refuse entry to such general meeting to any member or proxy who fails to submit to such searches or to otherwise comply with such security arrangements or restrictions. In the case of any general meeting the Directors may, notwithstanding the specification in the notice of the place of the general meeting (the “Principal Place”) at which the chairman of the meeting shall preside, make arrangements for simultaneous attendance and participation at other places by members and proxies entitled to attend the general meeting but excluded from the Principal Place under the provisions of this article. Such arrangements for simultaneous attendance at the meeting may include arrangements regarding the level of attendance at the other places provided that they shall operate so that any members and proxies excluded from attendance at the Principal Place are able to attend at one of the other places. For the purpose of all other provisions of these articles any such meeting shall be treated as being held and taking place at the Principal Place. The Directors may, for the purpose of facilitating the organisation and administration of any general meeting to which such arrangements apply, from time to time make arrangements, whether involving the issue of tickets (on a basis intended to afford to all members and proxies entitled to attend the meeting an equal opportunity of being admitted to the Principal Place) or the imposition of some random means of selection or otherwise as they shall in their absolute discretion consider to be appropriate, and may from time to time vary any such arrangements or make new arrangements in their place and the entitlement of any member or proxy to attend a general meeting at the Principal Place shall be subject to such arrangements as may be for the time being in force whether stated in the notice of the meeting to apply to that meeting or notified to the members concerned subsequent to the provision of the notice of the meeting.’ 67 Articles That the Articles of Association of the Company be and are hereby altered as follows:– (a) by amending Article 2: (i) by adding the following definitions: (a) ‘ “certificated share” means a share which is not an uncertificated share;’ (b) ‘ “anticipating class” means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system;’ (c) ‘ “uncertificated share” means a share of a class which is for the time being a participating class title to which is recorded on the register as being held in uncertificated form; “the Uncertificated Securities Regulations” means The Uncertificated Securities Regulations 1995 as amended from time to time and any provisions of or under the Companies Acts (including any orders, regulations or other subordinate legislation made thereunder) which supplement or replace such Regulations;’ (ii) by inserting the words ‘or the Uncertificated Securities Regulations’ between the words ‘Companies Acts’ and ‘in force’ in the penultimate paragraph. (b) by deleting the heading ‘CERTIFICATES’ before Article 12 and substituting therefor the following: ‘Evidence of Title to Shares’ (c) by deleting Article 12 and substituting therefor the following: ‘Uncertificated shares 12.1 (A) Pursuant and subject to the Uncertificated Securities Regulations, the Directors may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is for the time being a participating class. The Directors may also, subject to compliance with the Uncertificated Securities Regulations and the rules of any relevant system, determine at any time that title to any class of shares may from a date specified by the Directors no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system. For the avoidance of doubt, shares which are uncertificated shares shall not be treated as forming a class which is separate from certificated shares with the same rights. At the Annual General Meeting of the Company duly convened and held on the 6th May, 1997, the following Resolution was duly passed as a Special Resolution:– Resolution (B) In relation to a class of shares which is, for the time being, a participating class and for so long as it remains a participating class, no provision of these articles shall apply or have effect to the extent that it is inconsistent in any respect with: (i) the holding of shares of that class in uncertificated form; (ii) the transfer of title to shares of that class by means of a relevant system; and (iii) any provision of the Uncertificated Securities Regulations. (C) Shares of a class which is for the time being a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the Uncertificated Securities Regulations and the rules of any relevant system, and the Directors shall record on the register of members that the shares are held in certificated or uncertificated form as appropriate. Certificated shares 12.2 Subject to the provisions of the Uncertificated Securities Regulations, the rules of any relevant system and these articles, every person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the register as a holder of any certificated shares shall be entitled, without payment, to receive within two months after allotment or lodgment of a transfer to him of the shares or within two months after the relevant Operator-instruction is received by the Company (or within such other period as the terms of issue shall provide) one certificate for all the shares of any one class or several certificates each for one or more of the shares of the class in question upon payment for every certificate after the first of such reasonable out- of-pocket expenses as the Directors may from time to time decide. In the case of a certificated share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A member who has transferred some of the shares comprised in his holding shall be entitled to a certificate for the balance without charge.’ (d) by deleting Article 34 and substituting therefor the following: ‘Transfer 34 Subject to such of the restrictions of these articles as may be applicable:– (i) any member may transfer all or any of his uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in the Uncertificated Securities Regulations and the rules of any relevant system, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates Unilever Articles of Association 68


Articles Unilever Articles of Association the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and (ii) any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Directors may approve.’ (e) by amending Article 35 by inserting the following words: (i) ‘certificated’ between the words ‘a’ and ‘share’ in the first line; (ii) ‘concerned’ between the words ‘share’ and ‘until’ in the third line. (f) by deleting the sub-heading before Article 36 and substituting therefor the following: ‘Right to decline to register transfer of partly paid shares’ (g) by deleting Article 37 and substituting therefor the following: ‘Further rights to decline to register transfer 37 (A) The Directors may only decline to register a transfer of an uncertificated share in the circumstances set out in the Uncertificated Securities Regulations, and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four. (B) The Directors may decline to register any transfer of a certificated share unless:– (i) the instrument of transfer is lodged with the Company accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer, (ii) the instrument of transfer is in respect of only one class of share, and (iii) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.’ (h) by amending Article 38 by inserting the following words: “or, in the case of uncertificated shares, within two months after the date on which the relevant Operator- instruction is received” between the words ‘lodged’ and ‘send’ in the second line. (i) by amending Article 39 by deleting the word ‘other’ in the first line. (j) by deleting Article 42 and substituting therefor the following: ‘Election of person entitled by transmission 42 Any person entitled by transmission to a share may, subject as provided elsewhere in these articles, elect either to become the holder of the share or to have some person nominated by him registered as the holder. If he elects to be registered himself, he shall give notice to the Company to that effect. If he elects to have another person registered, he shall transfer title to the share to that person. All the provisions of these articles relating to the transfer of shares shall apply to the notice or transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or transfer was given or executed by the member.’ (k) by deleting the sub-heading before Article 55 and substituting therefor the following: ‘Issue of shares on surrender of share warrants’ (l) by amending Article 56: (i) by the addition of a new sub-paragraph: ‘(i) the shares are in certificated form,’ The former sub-paragraphs (i) to (v) become subparagraphs (ii) to (vi). (ii) by inserting the following words: (a) ‘either in certificated or uncertificated form’ between the words ‘issue’ and ‘throughout’ in the first line of the former sub-paragraph (i); (b) ‘or by the transfer of funds by means of a relevant system’ between the words ‘shares’ and ‘at’ in the fourth line of the former sub-paragraph (ii). (m) by amending Article 57 by inserting the following words: (i) ‘including by means of a relevant system,’ between the words ‘payment’ and ‘for’ in the second line; (ii) ‘or account’ between the words ‘address’ and ‘of’ in the eighth line; (iii) ‘other’ between the words ‘such’ and ‘means’ in the tenth line. (n) by deleting Article 70 and substituting therefor the following: ‘Omission or non-receipt of notice 70 The accidental omission to give any notice of a meeting or the accidental omission to send any document relating to any meeting, or the non-receipt of any such notice or document, by any person entitled to receive the notice or document shall not invalidate the proceedings at that meeting.’ (o) by amending Article 141 by inserting the following words: ‘and more specifically, in respect of uncertificated shares, by means of the facilities and requirements of a relevant system’ between the words ‘media’ and ‘offered’ in the seventh line. (p) by amending Article 145 by the addition of a new subparagraph: ‘(g) Unless the Directors otherwise determine, or unless the Uncertificated Securities Regulations and/or the rules of the relevant system concerned otherwise require, the new ordinary share or shares which a member has elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared in respect of his elected ordinary shares shall be in uncertificated form (in respect of the member’s elected ordinary shares which were in uncertificated form on the date of the member’s election) and in certificated form (in respect of the member’s elected ordinary shares which were 69 Articles in certificated form on the date of the member’s election).’ (q) by amending Article 147 by the addition of a final sentence: ‘The power to fix any such record date shall include the power to fix a time on the chosen date.’ (r) by amending Article 150: (i) by deleting the word ‘other’ where it occurs in the first and sixth lines; (ii) by inserting the following words: ‘or by means of a relevant system’ between the words ‘member’ and ‘or’ in the fourth line. (s) by amending Article 152: (i) by deleting the word ‘other’ where it occurs in the first and fifth lines; (ii) by the addition of a final sentence: ‘Any notice served or delivered by the Company by means of a relevant system shall be deemed to have been served or delivered when the Company or any sponsoring system participant acting on its behalf sends the issuer-instruction relating to the notice.’ (t) by amending Article 153 by deleting the word ‘other’ where it occurs in the first and sixth lines. Unilever Articles of Association 70 Articles Unilever Articles of Association At an Extraordinary General Meeting of the Company duly convened and held on the 22nd September, 1997, the following Resolutions were duly passed as an Ordinary Resolution and a Special Resolution respectively:– Resolutions That each Ordinary Share of 5p nominal value in the capital of the Company, whether issued or unissued, be sub-divided into four Ordinary Shares of 1.25p each, such sub-division to be subject to, and to take effect simultaneously with, the admission of the Ordinary Shares of 1.25p each to the Official List of the London Stock Exchange on 13 October 1997, or such later date as the Directors may determine. That, conditional upon the passing of Resolution 1 above, subject to and with effect from the admission of the Ordinary Shares of 1.25p each to the Official List of the London Stock Exchange on 13 October 1997, or such later date as the Directors may determine, the Articles of Association of the Company be and are hereby altered as follows:– (a) by deleting Article 9 and substituting therefor the following: ‘9 (i) On 13 October, 1997 the authorised capital of the Company is £136,275,682, divided as follows: 10,894,054,560 Ordinary Shares of 1.25p each 100,000 Deferred Shares of £1 each, all of which have been issued and are now represented by £100,000 Deferred Stock. (ii) The Ordinary Shares of 1.25p each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of article 135 hereof.’ (b) by amending Article 83 by substituting ‘1.25p’ for ‘5p’ in the third line. 71 Articles That, conditional upon the admission of the issued New Ordinary Shares (as defined below) to the Official List of London Stock Exchange Limited becoming effective, on listing of the Company’s new American Depositary Receipts arising on consolidation on the New York Stock Exchange, on the resolutions in relation to the payment of a special dividend and a share capital consolidation by Unilever N.V. to be proposed at the meeting of shareholders of Unilever N.V. to be held on the same day as this meeting in the form produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification being passed, on the new Unilever N.V. ordinary shares arising as a result of the consolidation referred to in such resolutions being admitted to listing on the Amsterdam Stock Exchange and on the New York Stock Exchange and on the new Unilever N.V. depositary receipts arising as a result of such consolidation being admitted to listing on the Amsterdam Stock Exchange: (a) the part of the final dividend which comprises the special dividend of 66.13p for each Ordinary Share to be paid to Ordinary Shareholders shown on the register as holders of Ordinary Shares at the close of business on 7 May 1999 and as described in the circular to Ordinary Shareholders produced to the Annual General Meeting and initialled by the Chairman of the meeting for the purposes of identification be and is hereby declared; (b) (i) each issued and each authorised but unissued Ordinary Share of 1.25p in the capital of the Company (‘Existing Ordinary Share’) be and is hereby sub-divided into 100 Ordinary Shares of 0.0125p each in the capital of the Company (‘Intermediate Ordinary Shares’); (ii) immediately thereafter every 112 of the issued Intermediate Ordinary Shares be and are hereby consolidated into one new ordinary share of 1.4p in the capital of the Company (a ‘New Ordinary Share’) on terms that fractional entitlements to such New Ordinary Shares shall be aggregated and sold and the proceeds of sale distributed in due proportion amongst those members entitled; and (iii) immediately thereafter, every 112 of the authorised but unissued Intermediate Ordinary Shares be and are hereby consolidated into one New Ordinary Share; (c) the Company’s Articles of Association be and are hereby amended by deleting Article 9 and substituting therefor the following: At the Annual General Meeting of the Company duly convened and held on the 4 May 1999, the following Resolution was duly passed as a Special Resolution:– Resolutions ‘Capital 9 (i) On 10 May, 1999 the authorised capital of the Company is £136 275 682, divided as follows: 9 726 834 428 Ordinary Shares of 1.4p each. 100 000 Deferred Shares of £1 each, all of which have been issued and are now represented by £100 000 Deferred Stock. (ii) The Ordinary Shares of 1.4p each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of Article 135 hereof’. (d) the Company’s Articles of Association be and are hereby amended by deleting the reference to ‘11.25p’ in Article 83 and substituting therefor a reference to ‘1.4p’. Unilever Articles of Association 72


Articles Unilever Articles of Association At the Annual General Meeting of the Company duly convened and held on the 9 May 2001, the following Resolution was duly passed as a Special Resolution:- Resolution That the Articles of Association of the Company be altered by making the amendments set out in Appendix 2 to the Notice of this meeting. Appendix 2: – 1 the amendment of article 2 by: (i) the addition of the following definitions: (a) “ “address”, in relation to electronic communications, includes any number or address used for the purposes of such communications;”; (b) “ “electronic signature” means anything in electronic form which the Directors require to be incorporated into or otherwise associated with an electronic communication for the purpose of establishing the authenticity or integrity of the communication;”; (ii) the insertion of the words “except by means of an electronic signature” after the words “executed under hand or under seal or by any other method”; (iii) the insertion of as a new sub-paragraph the words: “references to a document being signed or to signature include references to its being executed under hand or under seal or by any other method and, in the case of an electronic communication, are to its bearing an electronic signature;”; (iv) the insertion of the words “including by way of electronic communications where specifically provided in a particular article or where permitted by the Directors in their absolute discretion” after the words “in a legible and non-transitory form”; 2 the amendment of articles 69 and 72 by the addition of a final paragraph: “References in this article to notice in writing include the use of electronic communications and publication on a website in accordance with the Companies Acts.” 3 the amendment of article 85: (i) by deleting the word “delivered” and inserting the word “received” in the seventh line; (ii) by deleting the words “delivery of instruments appointing a proxy” and inserting the words “receipt of appointments of a proxy in writing which are not electronic communications” in the eighth line; (iii) by deleting the words “an instrument of proxy” and inserting the words “such an appointment” in the ninth line; (iv) by deleting the word “delivered” and inserting the word “received” in the tenth line; 4 the deletion of article 89 and substitution therefor of the following: “Appointment of proxies An appointment of a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, shall either be executed under its seal or signed by an officer, attorney or other person authorised to sign it. In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.”; 5 the deletion of article 90 and substitution therefor of the following: “Receipt of proxies The appointment of a proxy must: (a) in the case of an appointment which is not contained in an electronic communication, be received at the office (or such other place in the United Kingdom as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any accompanying document) together with (if required by the Directors) any authority under which it is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors not less than forty eight hours (or any shorter time specified in such notice) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; (b) in the case of an appointment contained in an electronic communication, where an address has been specified for the purposes of receiving electronic communications in the notice convening the meeting or in any notice of any adjournment or, in either case, in any accompanying document, be received at such address not less than forty eight hours (or any shorter time specified in such notice) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. Any authority pursuant to which an appointment contained in an electronic communication is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors, must, if required by the Directors, be received at the office (or such other place in the United Kingdom as may be specified in the notice convening the meeting or in any accompanying document) not less than forty eight hours (or any shorter time specified in such notice) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; or 73 Articles (c) in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, be received as aforesaid not less than twenty four hours (or any shorter time specified in such notice) before the time appointed for the taking of the poll, and an appointment of a proxy which is not so received in a manner so permitted shall be invalid. When two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting, the one which is last received (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share.”; 6 the deletion of article 91 and substitution therefor of the following: “Validity of proxy No appointment of a proxy shall be valid after twelve months have elapsed from the date of its receipt. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned.”; 7 the amendment of article 92: (i) by deleting the words “Instruments of” and inserting the words “The appointment of a” in the first line; (ii) by deleting the words “instrument of” and inserting the words “appointment of a” in the fourth line; (iii) by deleting the words “instrument of” and inserting the words “appointment of a” in the seventh line; 8 the amendment of article 93: (i) by deleting the words “in the United Kingdom” and inserting the words “or address” in the fifth line; (ii) by deleting the words “delivery of instruments” and inserting the words “receipt of appointments” in the sixth line.; 9 the amendment of articles 93, 104, 105, 121, 126 and 129 by inserting a final paragraph: “In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.”; 10 the deletion of article 95 and substitution therefor of the following: “Resolution in writing A resolution in writing signed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting properly convened and held and may consist of several instruments in the like form each signed by or on behalf of one or more of the members. In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.”; 11 the amendment of article 104 by inserting the words “or received at” after the words “delivered to” in subparagraph (a)”; 12 the amendment of article 105: (i) by deleting the word “executed” and inserting the word “signed” in the fourth line in sub-paragraph A; (ii) by inserting the words “or received at” after the words “delivered to” in the fifth line in sub-paragraph A; (iii) by deleting the word “Execution” and inserting the word “Signature” in the third line in sub-paragraph C; (iv) by deleting the word “execution” and inserting the word “signature” in the fifth line in sub-paragraph C.”; 13 the amendment of article 129 by deleting the word “executed” and inserting the word “signed” in the first line and in the seventh line; 14 the amendment of article 150: (i) by inserting the word “sent” after the word “on” in the first line; (ii) by inserting the words “or, where appropriate, by sending it using electronic communications to an address for the time being notified by the member concerned to the Company for that purpose or by publication on a website in accordance with the Companies Acts” after the word “system” in the fifth line; (iii) by inserting the word “sending” after the word “service” in the sixth line; (iv) by inserting the words “or sending” after the words “service on” in the seventh line; 15 the amendment of article 151: (i) by deleting the words “an address” and inserting the words “a postal address” in the third line; (ii) by deleting the words “upon him at that address but, unless he does so” and inserting the words “on or sent or delivered to him at that address. Any member whose registered address is not within the United Kingdom and who gives to the Company an address for the purposes of electronic communications may, at the absolute discretion of the Board, be entitled to have notices or documents served upon, or delivered to, him at that address. Otherwise, a member whose registered address is not within the United Kingdom”; 16 the amendment of article 152: (i) by deleting the words “by post” in the title; (ii) by inserting the words “(other than an address for the purposes of electronic communications)” after the word “address” in the fifth line; and (iii) by inserting a final paragraph: “Any notice or document sent by the Company by using electronic communications shall be deemed to have been received on the day following that on which it was sent. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued from time to time by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.” Unilever Articles of Association 74 Articles Unilever Articles of Association At the Annual General Meeting of the Company duly convened and held on the 12th May 2004, the following Resolutions were duly passed as Special Resolutions:– Resolution That the Articles of Association of the Company be altered by making the amendments set out in Part 2 of Appendix 1 to the Notice of this meeting provided that this resolution will only become effective if resolution 4 as set out in the notice of Annual General Meeting of Unilever N.V. dated 26 March 2004 is approved by the shareholders of Unilever N.V. at the Annual General Meeting of Unilever N.V. to be held on Wednesday 12 May 2004 in Rotterdam, the Netherlands, or at any adjournment thereof. 5 Appendix 1, Part 2:– 1 the amendment of article 2 by (i) deleting the words “but does not include an Advisory Director or Advisory Directors” from the definition of “the Directors”, and (ii) inserting the following definition in the relevant place in the alphabetical list: “Unilever N.V. means Unilever N.V. of Rotterdam in the Netherlands (company number 24051830) or any company which is inserted as a holding company and parent of Unilever N.V. under any form of corporate reconstruction or reorganisation and which becomes a party to the Equalisation Agreement referred to in article 3;”; 6 2 the deletion of article 74 and substitution therefore of the following: “Entitlement to attend and speak 74 Each Director shall be entitled to attend and speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company. Any proxy appointed by a member shall also be entitled to speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company at which such member would have been entitled to attend and speak.”; 3 the amendment of article 77 by inserting the words “Without prejudice to the other provisions of this article, the chairman may, in his absolute discretion, demand a poll on all or some of the resolutions put to the vote of the meeting before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll.” after the first sentence of the article and before the sentence beginning “Subject to the Companies Acts”; 4 the deletion of article 97 and substitution therefore of the following: “Shareholding qualification 97 There shall be no requirement for any Director to hold shares in the capital of the Company.”; the deletion of article 101 and substitution therefore of the following: “Persons eligible as Directors 101 No persons shall be eligible to be elected as Directors except such persons as shall:– (A) have been nominated in writing by the holders for the time being of the majority of the Deferred Shares, and (B) have offered themselves for election to the board of directors of Unilever N.V. at or about the same time as their nomination has been made in accordance with paragraph (A) of this article. Such persons shall be considered eligible in accordance with this article whether or not, having offered themselves for election in accordance with paragraph (B) of this article, they are so elected to the board of directors of Unilever N.V..”; the insertion of a new article 103 as follows and the consequential renumbering of all subsequent articles: “Provisions if insufficient eligible persons elected 103 (A) If at the annual general meeting in any year the resolution or resolutions for the election or re- election of all, or all but one, of the eligible persons nominated for election or re-election as Directors for the succeeding year are put to the meeting and lost, then all such eligible persons who are Directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed to have been re-elected as Directors and shall remain in office but so that such Directors may act only for the purpose of summoning general meetings of the Company and to perform such duties as are essential to maintain the Company as a going concern but not for any other purpose. (B) Such Directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in article 103(A) at which all the Directors shall retire from office. To the extent that the circumstances envisaged in article 103(A) occur in relation to any meeting convened pursuant to this article 103(B), then the provisions of this article 103 shall also apply to that general meeting and, if relevant, any subsequent general meeting or meetings.”; 75 Articles 7 the insertion of a new article 108 (after the article headed “Executive Directors” which is numbered article 106 in the current articles) as follows and the consequential renumbering of all subsequent articles: “Non-Executive Directors Those Directors who do not hold an employment or executive office with the Company pursuant to article 107 shall, in the execution of their duties and obligations as Directors, take into account the nature of their role as such non-executive directors (recognising that it is not a day-to-day involvement but a periodic and supervisory role) and as part of their role shall assist in the development of strategy and monitor the performance of the Company and the management.”; 8 the deletion of article 107 and substitution therefore of the following (renumbered to take into account the other proposed changes to the articles): “Directors’ Remuneration 109 Each of the Directors shall be paid a fee at such rate as may from time to time be determined by the Directors provided that the aggregate of all fees so paid to Directors (excluding amounts payable under any other provisions of these articles) shall not exceed £600,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the Company.”; 9 the amendment of article 118 by deleting the words “Advisory Director,” in the article; 10 the insertion of a new article 130 (after the article headed “Delegation to committees” which is numbered article 127 in the current articles) as follows and the consequential renumbering of all subsequent articles; “Delegation to Executive Committee 130 (A) Without prejudice to the powers conferred on the Directors by article 129 above, and in addition to such powers, the Directors may delegate their powers, authorities and discretions (with power to sub-delegate) in relation to the operational running of the Company to an executive committee consisting, from time to time, of all of the Directors who have been appointed to hold any employment or executive office with the Company pursuant to article 107 (for the purposes of this article “executive directors”) and such other person or persons (whether or not a Director or Directors) as the Directors shall agree from time to time, provided that the number of such other persons appointed to the committee shall not at any time equal or exceed the number of executive directors appointed to the committee. (B) The provision of article 129(B) and 129(C) shall apply to an executive committee constituted pursuant to this article as if such committee had been formed pursuant to article 129.”; 11 the deletion of articles 132 and 133 (including the headings to these articles) and the heading “ADVISORY DIRECTORS” above these articles; 12 the amendment of article 134 by deleting the words “Article 127” and inserting the words “articles 129 and 130” in their place in this article; and 13 the renumbering of the articles and relevant crossreferences to take into account the changes set out above. Unilever Articles of Association 76


Articles Unilever Articles of Association Resolution That the Articles of Association of the Company be altered by making the amendments set out in Part 2 of Appendix 2 to the Notice of this meeting. Appendix 2, Part 2:– 1 the amendment of article 3 by deleting the word “Board” and inserting the word “Directors” in its place in the first paragraph; 2 the amendment of article 11 by (i) inserting the words “(excluding any shares of that class held as treasury shares)” after the words “three- fourths of the issued shares of that class” and after the words “one-third of the capital paid up on the issued shares of the class” in paragraph (A) of that article, and (ii) inserting the words “(but excluding any shares held as treasury shares)” after the words “one-half in nominal value of the entire issued share capital for the time being of the Company” in paragraph (C) of that article; 3 the amendment of article 44 by inserting the words “(excluding any shares held as treasury shares)” after the words “may convert any paid-up shares” in the first sentence of that article; 4 the amendment of articles 56 and 145 by deleting the words “The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited” and inserting the words “the London Stock Exchange plc” in their place in the first paragraph of article 56 and paragraph (b) of article 145; 5 the amendment of article 56 by (i) inserting the word “and” at the end of paragraph (iv), (ii) deleting “, and” at the end of paragraph (v) and inserting a full stop in its place, and (iii) deleting paragraph (vi); 6 the amendment of article 72 by inserting the words “and entitled to vote” after the words “in person or by proxy” in both places where they appear in the article; 7 the amendment of article 75 by inserting the words “entitled to vote” after the words “it appears to him that (a) the members” in paragraph (A) of that article; 8 the amendment of article 110 by inserting the words “(calculated exclusive of any shares of that class of that company held as treasury shares)” after the words “equity share capital of that company” in the first sentence of paragraph (G) of that article; 9 the amendment of article 144 by (i) inserting “: (i)” after the words “but so that, for the purposes of this article” in the article, and (ii) deleting the full stop at the end of the article and inserting in its place the words “, and (ii) where the amount capitalised is applied in paying up in full unissued shares, the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly.” at the end of the article; 10 the amendment of article 145 by inserting the words “(excluding any member holding shares as treasury shares)” after the words “offer the holders of Ordinary Shares” in the first paragraph of that article; 11 the amendment of article 156 by inserting the words “(excluding any member holding shares as treasury shares)” after the words “the assets available for distribution amongst the members” in the article; 12 the amendment of article 158 by (i) removing the words “or auditor” in the first sentence and the words “, and if the Directors so determine an auditor may be indemnified,” and “, or as auditor,” in the second sentence of the article, and (ii) inserting a new sentence at the end of the article as follows: “For the purpose of this article the terms “Director” or “officer” shall include any former Director or officer of the Company.”; and 13 to the extent necessary, the renumbering of the articles and relevant cross-references to take into account the changes set out above. 77 Articles 1 THAT the Articles of Association be altered by making the following amendments provided that this resolution will only become effective if resolution 5 as set out in the Notice of Annual General Meeting of Unilever N.V. dated 24 March 2005 was approved by the shareholders of Unilever N.V. at the Annual General Meeting of Unilever N.V. held on Tuesday 10 May 2005 in Rotterdam, the Netherlands, or at any adjournment thereof: (a) the words “any employment or” which follow the words “its body to hold” in article 107 be deleted; (b) the words “Managing Director” in article 107 be replaced by the words “Group Chief Executive”; (c) the words “an employment or” which follow the words “do not hold” in article 108 be deleted; (d) the words “, where appropriate,” be inserted following the word “recognising” and before the words “that it is not” in article 108; and (e) article 130 be deleted and the following substituted therefor: “Delegation to Group Chief Executive 130 The Board may entrust to and confer upon the Group Chief Executive any of its powers, authorities and discretions (with power to sub-delegate) upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the board generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Board or by a committee authorised by the Board.” At the Annual General Meeting of the Company duly convened and held on the 11th May 2005, the following Resolutions were duly passed as Special Resolutions:– Resolution 2 THAT article 159 be deleted and the following substituted therefor: “Indemnification of Directors Subject to the provisions of the Companies Acts, the Company may indemnify any Director against any liability and may purchase and maintain for any Director insurance against any liability. For the purpose of this article the term “Director” shall include any former Director of the Company.” Unilever Articles of Association 78 Articles Unilever Articles of Association 1 At the Annual General Meeting of the company duly convened and held on 9 May 2006, the following resolutions were duly passed as Special Resolutions:– Resolution THAT, conditional upon the admission of the issued new Ordinary shares (as defined below) to the Official List of the UK Listing Authority becoming effective, upon listing of the Company’s new American Depositary Receipts arising on consolidation on the New York Stock Exchange, upon the resolutions in relation to a share capital sub-division by Unilever N.V. as described in the Notice of Meeting dated 29 March 2006 convening the Annual General Meeting of Unilever N.V. being passed, upon the new Unilever N.V. Ordinary shares arising as a result of the sub-division referred to in such resolutions being admitted to listing on the Amsterdam Stock Exchange and on the New York Stock Exchange and upon the new Unilever N.V. depositary receipts arising as a result of such sub- division being admitted to listing on the Amsterdam Stock Exchange: (a) all the Ordinary shares of 1.4 pence each in the capital of the Company which at 6.00 pm on 19 May 2006 (or such other time and date as the Directors of the Company may determine) which are shown in the books of the Company as authorised, whether issued or unissued, shall be sub-divided into new Ordinary shares of 7⁄45 pence each in the capital of the Company (the “Intermediate Ordinary Shares”); (b) immediately thereafter, all Intermediate Ordinary Shares that are unissued shall be consolidated into new Ordinary shares of 31⁄9 pence each in the capital of the Company (the “Unissued New Ordinary Shares”) provided that, where such consolidation would otherwise result in a fraction of an Unissued New Ordinary Share, that number of Intermediate Ordinary Shares which would otherwise constitute such fraction shall be cancelled pursuant to section 121(2)(e) of the Companies Act 1985; (c) immediately thereafter, all Intermediate Ordinary Shares that are in issue shall be consolidated into new Ordinary shares of 31⁄9 pence each in the capital of the Company (the “New Ordinary Shares”), provided that, where such consolidation results in any shareholder being entitled to a fraction of New Ordinary Share, such fraction shall, so far as possible, be aggregated with the fractions of New Ordinary Share to which other shareholders of the Company may be entitled and the Directors of the Company be and are hereby authorised in accordance with the Company’s Articles of Association to sell (or appoint any other person to sell), on behalf of the relevant shareholders, all the New Ordinary Shares representing such aggregated fractions at the best price reasonably obtainable to any person and to distribute the proceeds of sale (net of expenses) in due proportion among the relevant shareholders entitled thereto (save that any fraction of a penny which would otherwise be payable shall be rounded up or down in accordance with the usual practice of the registrar of the Company) and that any Director of the Company (or any person appointed by the Directors of the Company) shall be and is hereby authorised to execute an instrument of transfer in respect of such shares on behalf of the relevant shareholders and to do all acts and things as the Directors of the Company consider necessary or expedient to effect the transfer of such shares to, or in accordance with the directions of, any buyer of any such shares; (d) the Company’s Articles of Association be and are hereby amended by deleting Article 9 and substituting therefor the following: “(i) On the 9th May 2006 the authorised capital of the Company is £136,275,682, divided as follows: 4,377,075, 492 Ordinary Shares of 31⁄9 pence each and 100,000 Deferred Shares of £1 each, all of which Deferred Shares have been issued and are now represented by £100,000 Deferred Stock. (ii) The Ordinary Shares of 31⁄9 pence each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of article 136 hereof.”, and (e) the Directors be authorised to agree to modify the Agreement dated 28 June 1946 (as amended by Supplemental Agreements dated 20 July 1951 and 21 December 1981) with Unilever N.V. of the Netherlands known as the Equalisation Agreement by replacing all references therein to Fl.12 with references to EUR 0.16 and by replacing all references therein to £1 with references to 31⁄9 pence and to make certain other minor modifications as reflected in the form of Equalisation Agreement Amendment Agreement produced to the meeting and for the purposes of identification signed by the Chairman thereof (subject to any non-material changes as may be approved by the Director(s) executing the Equalisation Agreement Amendment Agreement). 79 Articles 2 THAT the Company’s Articles of Association be and are hereby amended by: (a) deleting article 11(C) and substituting therefor the following: “Any alteration of the rights set out in article 101 shall be treated as a variation of the class rights of the holders of the Deferred Shares provided, however, that an alteration to such rights may be effected (without any such consent or sanction as aforesaid) by a resolution passed at a general meeting of the Company by a majority consisting of not less than two- thirds of such members as being entitled to vote at such meeting vote thereat in person or by proxy, such majority comprising the holders of not less than one- half in nominal value of the entire issued share capital for the time being of the Company (but excluding any shares held as treasury shares) and being computed by reference to the number of votes to which each member is entitled by virtue of these articles.” (b) deleting article 99 and substituting therefor the following: “Retirement of Directors 99 At every annual general meeting all the Directors shall retire from office, with such retirement to become effective at the conclusion of the annual general meeting of the Company or the corresponding annual general meeting of Unilever N.V. (whichever is the later).” (c) deleting article 101 and substituting therefor the following: “Persons eligible as Directors 101 No person shall be eligible to be elected as a Director unless: (A) he is recommended by the Board; or (B) a resolution to appoint that person as a Director has been requisitioned by a member or members in accordance with the Companies Acts. Where a resolution to appoint a person as a Director is passed at a general meeting of the Company such appointment shall not become effective: (i) unless a resolution to appoint such person as a Director of Unilever N.V. has been passed at the corresponding general meeting of Unilever N.V. where such meeting is prior to the general meeting of the Company or at any adjournment thereof; or, as the case may be (ii) until a resolution to appoint such person as a Director of Unilever N.V. is passed at the corresponding general meeting of Unilever N.V. where such meeting is to follow the general meeting of the Company or at any adjournment thereof (and, if such a resolution is not passed, such appointment shall no longer be capable of becoming effective). The corresponding general meeting of Unilever N.V. means the Unilever N.V. general meeting which is closest in time to the relevant general meeting of the Company.” (d) deleting article 102 and substituting therefor the following: “Provisions if no eligible persons available 102 If at the annual general meeting in any year no persons shall be eligible to be elected as Directors in accordance with article 101 or if the number of persons so eligible is less than the minimum number for the time being in force under article 96 then the retiring Directors (other than those eligible for re- election under article 101) or so many of them as shall be willing to offer themselves for reelection shall be deemed to be eligible for election under article 101 as Directors or Director for the succeeding year.” (e) deleting article 103 and substituting therefor the following: “Provisions if insufficient eligible persons elected 103 (A) If at the annual general meeting in any year the resolution or resolutions for the election or re- election of all, or all but the minimum number for the time being in force under article 96, of the persons eligible for election or re-election as Directors for the succeeding year are put to the meeting and lost, then all such eligible persons who are Directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed to have been re-elected as Directors and shall remain in office but so that such Directors may act only for the purposes of summoning general meetings of the Company and perform such duties as are essential to maintain the Company as a going concern but not for any other purpose. (B) Such Directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in article 103(A) at which all the Directors shall retire from office. To the extent that the circumstances envisaged in article 103(A) occur in relation to any meeting convened pursuant to this article 103(B), then the provisions of this article 103 shall also apply to that general meeting and, if relevant, any subsequent general meeting or meetings.” 3 That article 109 of the Company’s Articles of Association be and is hereby amended by deleting the amount of £600,000 and inserting the amount of £1,500,000 in its place. Unilever Articles of Association 80


Articles Unilever Articles of Association 1 At the Annual General Meeting of the company duly convened and held on 16th May 2007, the following Resolutions were duly passed as Special Resolutions:– Resolution THAT the Company’s Articles of Association be and are hereby amended by: (a) deleting the definition of “address” below the definition of “electronic signature” in Article 2; (b) adding the following sentence to the end of Article 90(c) after the words, “in respect of that share.” – “The proceedings at a general meeting shall not be invalidated where an appointment of a proxy in respect of that meeting is delivered in a manner permitted by these articles by electronic communications but, because of a technical problem, it cannot be read by the recipient.”; (c) adding the following sentences to the end of Article 151 after the words, “sending or delivering to all the joint holders.” – “If on three consecutive occasions a notice to a member has been returned undelivered, 2 such member shall not thereafter be entitled to receive notices from the Company until he shall have communicated with the Company and supplied to the Company (or its agent) a new registered address, or a postal address within the United Kingdom for the service of notices, or shall have informed the Company, in such manner as may be specified by the Company, of an address for the service of notices by electronic communications. For these purposes, a notice sent by post shall be treated as returned undelivered if the notice is sent back to the Company (or its agent), and a notice sent by electronic communications shall be treated as returned undelivered if the Company (or its agent) receives notification that the notice was not delivered to the address to which is was sent.”; (d) adding the following sentence to Article 154 after the end of the first sentence which ends with the words, “his registered address.” – “A person who is entitled by transmission to a share, upon supplying the Company with an address for the purposes of the electronic communication for the service of notices, may, at the absolute discretion of the Directors, have sent to him at such address any notice or document to which he would have been entitled if he were the holder of that share.” The wording of the article will then continue with, “Except where there is a person entitled by transmission to a share”; (e) deleting Article 155(A) and substituting therefor the following: “155(A) if at any time by reason of the suspension or curtailment of postal services or of the relevant electronic communication system within the United Kingdom the Company is unable effectively to convene a general meeting by notice sent through the post or by electronic communications, a general meeting may be convened by notice advertised in at least two daily newspapers with a national circulation in the United Kingdom and in that event the notice shall be deemed to have been served on all members and persons entitled by transmission who are entitled to have notice of the meeting served upon them on the day when the advertisement appears. If at least six clear days prior to the meeting the posting of notices or sending by electronic communications to addresses through the United Kingdom has again become practicable, the Company shall send confirmatory copies of the notice by post or by electronic communications to the persons entitled to receive them.”; (f) deleting the words “On the 9th May 2006 the authorised capital of the Company is £136 275 682” in Article 9 of the Company’s Articles of Association and replacing them with – “On the 22nd May 2006 the authorised capital of the Company was £136 275 682”; and (g) deleting the amount of “1.4p” in Article 83 and inserting “31⁄9 p” in its place. THAT Article 109 of the Company’s Articles of Association be and is hereby amended by deleting “1 500 000” and inserting “£2 000 000” in its place. 81 Articles 1 THAT the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association. At the Annual General Meeting of the company duly convened and held on 14th May 2008, the following Resolution was duly passed as a Special Resolution:– Resolution 1 THAT (a) the Articles of Association of the Company be amended by deleting all the provisions of the Company’s Memorandum of Association which, by virtue of Section 28 of the Companies Act 2006, are to be treated as provisions of the Company’s Articles of Association; and (b) the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association. At the Annual General Meeting of the company duly convened and held on 12th May 2010, the following Resolution was duly passed as a Special Resolution:– Resolution Unilever Articles of Association 82 Articles Unilever Articles of Association At the Annual General Meeting of the company duly convened and held on 11th May 2011, the following Resolution was duly passed as a Special Resolution:- Resolution 1 THAT Article 111 of the Company’s Articles of Association be replaced by the following: Power to borrow money and give security 111 (A) The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities but shall restrict the Borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries with a view to securing that Borrowings shall not at any time without the previous sanction of an ordinary resolution of the Company in general meeting exceed an amount equal to three times the Relevant Proportion of the Adjusted Capital and Reserves of the Unilever Group. (B) For the purposes of this article (i) “Borrowings” means the aggregate principal amount for the time being remaining outstanding of all borrowings of the Company and its subsidiaries, whether secured or unsecured, but excluding:- (a) borrowings by the Company from any subsidiary, (b) borrowings by any subsidiary from another subsidiary or from the Company, (c) borrowings by any subsidiary in its capacity as a trustee of any pension or other fund for the benefit of employees, (d) borrowings of a company which becomes a subsidiary hereafter for a period of twelve months from the date it becomes a subsidiary and deducting therefrom an amount equal to (e) the principal amount of any obligations, whether secured or unsecured, issued by the Company or any subsidiary the proceeds of which are intended to be used within six calendar months in repayment of other borrowings of the Company or such subsidiary then outstanding, and (f) all cash deposits, certificates of deposit and securities of governments and companies and similar instruments owned by the Company or any of its subsidiaries. (ii) Adjusted Capital and Reserves” means the aggregate for the Unilever Group of:- (a) the amount paid up or credited as paid up on the issued share capital of the Company and Unilever N.V., (b) the amounts standing to the credit of the capital and revenue reserves, including share premium account and retained earnings, and (c) the amounts standing as attributed to outside interest all as shown in the latest published audited consolidated accounts of the Unilever Group provided always that appropriate adjustments shall be made in respect of any variation in the paid-up share capital or in the share premium account of the Company and/or Unilever N.V. since the date of such audited accounts. (iii) “Unilever Group” means the Company, Unilever N.V. and their subsidiaries and subsidiary undertakings. (iv) “Relevant Proportion” means the aggregate dividends to be paid on the Ordinary share capital of the Company from time to time divided by the aggregate dividends to be paid on the Ordinary share capitals of both the Company and Unilever N.V. from time to time, in each case, in accordance with the Equalisation Agreement referred to in Article 3. (C) The determination of the auditors as to the amount of Borrowings and Adjusted Capital and Reserves and the Relevant Proportion shall be conclusive and binding on all concerned and for the purposes of their computation the auditors may make such other adjustments as they deem fit. Nevertheless, for the purposes of this article the Directors may at any time act in reliance on a bona fide estimate of the said aggregates and if the limit herein contained is inadvertently exceeded, the amount borrowed in excess of the limit shall be disregarded until the expiration of 182 days after the date on which the Directors became aware that the situation had arisen. No debt incurred or security given in respect of moneys borrowed or secured in excess of the limit hereby imposed shall be invalid or ineffectual except in the case of express notice at the time the debt was incurred or the security given that the limit hereby imposed had been or was thereby exceeded. 83 Articles 1. THAT the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association. At the Annual General Meeting of the Company duly convened and held on 9th May 2012, the following Resolution was duly passed as a Special Resolution:- Resolution Unilever Articles of Association 84


Articles Unilever Articles of Association At the Annual General Meeting of the Company duly convened and held on 5th May 2021, the following Resolution was duly passed as a Special Resolution:- Resolution 25. THAT, with effect from the conclusion of this Annual General Meeting, the draft articles of association of the Company in the form produced to the meeting and signed by the chair of the meeting for the purpose of identification be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company’s existing articles of association. 85 For further information about Unilever please visit our website: www.unilever.com UNILEVER PLC Head Office 100 Victoria Embankment London EC4Y 0DY United Kingdom T +44 (0)20 7822 5252 Registered Office Unilever PLC Port Sunlight Wirral Merseyside CH62 4ZD United Kingdom Registered in England and Wales Company Number: 41424


a21-unilever2024twentyxs

EXECUTION VERSION Twenty-Sixth Supplemental Trust Deed relating to a U.S.$25,000,000,000 Debt Issuance Programme Dated 16 May 2024 UNILEVER FINANCE NETHERLANDS B.V. and UNILEVER CAPITAL CORPORATION and UNILEVER PLC and UNILEVER UNITED STATES, INC. and THE LAW DEBENTURE TRUST CORPORATION P.L.C. Ref: L-346958 A54371967 1 This Twenty-Sixth Supplemental Trust Deed is made 16 May 2024 between: (1) UNILEVER FINANCE NETHERLANDS B.V. (“UFN”), a company incorporated under the laws of the Netherlands, whose corporate seat is in Rotterdam and its address at Weena 455, 3013 AL, Rotterdam, the Netherlands, UNILEVER CAPITAL CORPORATION (“UCC”), a company incorporated under the laws of the state of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America, UNILEVER PLC (“PLC”), a company incorporated under the laws of England, whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4ZD, United Kingdom and UNILEVER UNITED STATES, INC. (“UNUS”), a company incorporated under the laws of the State of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America; and (2) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of England, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom (the “Trustee”, which expression shall, wherever the context so admits, include any other trustee or trustees for the time being of these presents). Whereas: (A) This Deed is supplemental to the Trust Deed dated 22 July 1994 made between PLC, UNUS, the Trustee, Unilever N.V. and Unilever Japan Holdings K.K. (the “Principal Trust Deed”) as amended by the First Supplemental Trust Deed dated 24 July 1995, the Second Supplemental Trust Deed dated 11 July 1996, the Third Supplemental Trust Deed dated 13 November 1997, the Fourth Supplemental Trust Deed dated 11 November 1998, the Fifth Supplemental Trust Deed dated 4 July 2000, the Sixth Supplemental Trust Deed dated 2 July 2001, the Seventh Supplemental Trust Deed dated 1 July 2002, the Eighth Supplemental Trust Deed dated 27 June 2003, the Ninth Supplemental Trust Deed dated 2 June 2004, the Tenth Supplemental Trust Deed dated 10 August 2005, the Eleventh Supplemental Trust Deed dated 15 May 2007, the Twelfth Supplemental Trust Deed dated 13 May 2008, the Thirteenth Supplemental Trust Deed dated 11 May 2009, the Fourteenth Supplemental Trust Deed dated 6 May 2010, the Fifteenth Supplemental Trust Deed dated 5 May 2011, the Sixteenth Supplemental Trust Deed dated 4 May 2012, the Seventeenth Supplemental Trust Deed dated 3 May 2013, the Nineteenth Supplemental Trust Deed dated 2 May 2014, the Twentieth Supplemental Trust Deed dated 1 May 2015, the Twenty-First Supplemental Trust Deed dated 22 April 2016, the Twenty-Second Supplemental Trust Deed dated 15 May 2019, the Twenty-Third Supplemental Trust Deed dated 11 May 2021, the Twenty-Fourth Supplemental Trust Deed dated 10 May 2022 and the Twenty-Fifth Supplemental Trust Deed dated 16 May 2023. (B) The parties of the first part hereto desire to modify certain provisions of the Principal Trust Deed, as amended. Now this Twenty-Sixth Supplemental Trust Deed witnesses and it is agreed and declared as follows: 1 Definitions All expressions defined in the Principal Trust Deed shall, unless there is anything in the subject or context inconsistent therewith, have the same meanings in this Twenty-Sixth Supplemental Trust Deed. A54371967 2 2 The Trust Deed (A) The Principal Trust Deed is hereby amended and restated as of the effective date hereof and as set out in Clause 3 below and shall henceforth be read and construed as one document in the form set out in the Schedule to this Twenty-Sixth Supplemental Trust Deed. (B) Save to the extent specifically referred to in this Twenty-Sixth Supplemental Trust Deed, nothing contained in this Twenty-Sixth Supplemental Trust Deed shall be construed as a waiver, variation, modification or amendment of the provisions of the Principal Trust Deed and the Principal Trust Deed, all issued Notes and all issued Coupons shall continue in full force and effect. For the avoidance of doubt, this Twenty-Sixth Supplemental Trust Deed only governs Notes issued after the date hereof. 3 Effectiveness The amendments to the Principal Trust Deed effected by this Twenty-Sixth Supplemental Trust Deed shall take effect on the date of execution by the last party to this Twenty-Sixth Supplemental Trust Deed. 4 Notices Pursuant to Clause 17(A) of the Principal Trust Deed, the Trustee hereby agrees that notice of the execution of this Twenty-Sixth Supplemental Trust Deed need not be given to the Noteholders in accordance with Condition 14 of the Notes. 5 Counterparts This Twenty-Sixth Supplemental Trust Deed may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereby may execute this Twenty-Sixth Supplemental Trust Deed by signing any such counterpart. 6 Rights of Third Parties The parties to this Twenty-Sixth Supplemental Trust Deed do not intend that any term of this Twenty-Sixth Supplemental Trust Deed should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Twenty-Sixth Supplemental Trust Deed. 7 Governing Law This Twenty-Sixth Supplemental Trust Deed, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England and the provisions relating to jurisdiction contained in Clause 34 of the Principal Trust Deed shall apply, mutatis mutandis, hereto.


                                     Margot Martine Fransen Sebastiaan Pieter de Buck (Signature page to the Trust Deed) EXECUTED as a DEED by THE LAW DEBENTURE TRUST CORPORATION p.l.c. in the presence of: Director: Secretary, representing Law Debenture Corporate Services Ltd:


A54371967 i SCHEDULE Dated 22 July 1994 as amended and restated on 16 May 2024 UNILEVER FINANCE NETHERLANDS B.V. and UNILEVER CAPITAL CORPORATION and UNILEVER PLC and UNILEVER UNITED STATES, INC. and THE LAW DEBENTURE TRUST CORPORATION P.L.C. TWENTY-SIXTH SUPPLEMENTAL TRUST DEED relating to a U.S.$25,000,000,000 Debt Issuance Programme (as amended by the First Supplemental Trust Deed dated 24 July 1995, the Second Supplemental Trust Deed dated 11 July 1996, the Third Supplemental Trust Deed dated 13 November 1997, the Fourth Supplemental Trust Deed dated 11 November 1998, the Fifth Supplemental Deed dated 4 July 2000, the Sixth Supplemental Trust Deed dated 2 July 2001, the Seventh Supplemental Trust Deed dated 1 July 2002, the Eighth Supplemental Trust Deed dated 27 June 2003, the Ninth Supplemental Trust Deed dated 2 June 2004, the Tenth Supplemental Trust Deed dated 10 August 2005, the Eleventh Supplemental Trust Deed dated 15 May 2007, the Twelfth Supplemental Trust Deed dated 13 May 2008, the Thirteenth Supplemental Trust Deed dated 11 May 2009, the Fourteenth Supplemental Trust Deed dated 6 May 2010, the Fifteenth Supplemental Trust Deed dated 5 May 2011, the Sixteenth Supplemental Trust Deed dated 4 May 2012, the Seventeenth Supplemental Trust Deed dated 3 May 2013, the Nineteenth Supplemental Trust Deed dated 2 May 2014, the Twentieth Supplemental Trust Deed dated 1 May 2015, the Twenty-First Supplemental Trust Deed dated 22 April 2016, the Twenty-Second Supplemental Trust Deed dated 15 May 2019, the Twenty-Third Supplemental Trust Deed dated 11 May 2021, the Twenty-Fourth Supplemental Trust Deed dated 10 May 2022, the Twenty-Fifth Supplemental Trust Deed dated 16 May 2023 and the Twenty-Sixth Supplemental Trust Deed dated 16 May 2024) Ref: L-346958 Linklaters LLP A54371967 ii Table of Contents Contents Page 1 Definitions ................................................................................................................................ 1 2 Amount of the Notes ............................................................................................................... 9 3 Covenant to repay and to pay interest .................................................................................. 10 4 Issue and constitution of Notes ............................................................................................. 12 5 Forms and issue of the Notes ............................................................................................... 13 6 Stamp Duties ......................................................................................................................... 14 7 Covenant to observe provisions of the Trust Deed and Schedules ...................................... 15 8 Guarantee ............................................................................................................................. 16 9 Application of moneys received by the Trustee .................................................................... 18 10 Power to retain and invest less than 10 per cent. ................................................................. 18 11 Authorised investments ......................................................................................................... 19 12 Indemnification of the Trustee upon enforcement ................................................................. 19 13 Payment to Noteholders and Couponholders ....................................................................... 20 14 Production of Notes and Coupons ........................................................................................ 20 15 Covenants by the Issuers and the Guarantors ..................................................................... 20 16 Remuneration of the Trustee ................................................................................................. 23 17 Modifications and Substitution .............................................................................................. 25 18 Redemption, Purchase and Cancellation .............................................................................. 29 19 Noteholders to be treated as holding all Coupons ................................................................ 30 20 No notice to Couponholders .................................................................................................. 31 21 Trustee may enter into other transactions with PLC or any of its group companies............. 31 22 Provisions supplemental to the Trustee Act 1925 and the Trustee Act 2000 in favour of the Trustee .................................................................................................................................. 31 23 Disapplication ........................................................................................................................ 34 24 Trustee entitled to assume due performance........................................................................ 34 25 Waiver ................................................................................................................................... 34 26 Power to delegate ................................................................................................................. 35 A54371967 iii 27 Competence of a majority of Trustees .................................................................................. 35 28 Appointment of New Trustees ............................................................................................... 35 29 Retirement of Trustees .......................................................................................................... 36 30 Powers of the Trustee are additional .................................................................................... 37 31 Currency Indemnity ............................................................................................................... 37 32 Notices .................................................................................................................................. 37 33 Contracts (Rights of Third Parties) Act 1999 ......................................................................... 39 34 Governing Law ...................................................................................................................... 39 The First Schedule Form of Temporary Global Note ....................................................................... 41 The Second Schedule Form of Permanent Global Note ................................................................. 53 The Third Schedule Form of Definitive Note ................................................................................... 61 The Fourth Schedule Form of Global Certificate ............................................................................. 70 The Fifth Schedule Form of Individual Certificate ........................................................................... 76 The Sixth Schedule Terms and Conditions of the Notes ................................................................. 80 The Seventh Schedule Form of Supplemental Deed increasing Programme Limit ...................... 129 The Eighth Schedule Form of Supplemental Deed joining a New Issuer ..................................... 130 The Ninth Schedule Form of Supplemental Deed releasing an Issuer ......................................... 134 The Tenth Schedule Provisions for Meetings of Holders of Notes ................................................ 136 A54371967 1 This Trust Deed is made on the 22nd day of July 1994 and amended and restated on 16 May 2024 between: (1) UNILEVER FINANCE NETHERLANDS B.V. (“UFN”), a company incorporated under the laws of the Netherlands, whose corporate seat is in Rotterdam and its address at Weena 455, 3013 AL, Rotterdam, the Netherlands, UNILEVER CAPITAL CORPORATION (“UCC”), a company incorporated under the laws of the state of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America, UNILEVER PLC (“PLC”), a company incorporated under the laws of England, whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4ZD, United Kingdom and UNILEVER UNITED STATES, INC. (“UNUS”), a company incorporated under the laws of the State of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America; and (2) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of England, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom (hereinafter called the “Trustee”, which expression shall, wherever the context so admits, include any other trustee or trustees for the time being of these presents). Whereas: (A) UFN, UCC, PLC and UNUS have authorised the establishment of a programme for the issuance of debt instruments (the “Programme”) to be constituted in the manner hereinafter appearing. (B) UFN, UCC, PLC and UNUS have duly authorised the issue of a maximum aggregate principal amount of U.S.$25,000,000,000 (or its equivalent in other currencies) (or such greater amount as shall be established pursuant to Clause 2(B) hereof) of notes outstanding under the Programme (the “Programme Limit”). (C) Each issue will be represented by notes issued in either registered or bearer form. (D) Pursuant to powers contained in their constitutional documents, UFN, UCC, PLC and UNUS have duly authorised the execution of these presents as the principal instrument subject to which Notes (as defined below) may from time to time be issued by any of the Issuers (as defined below) and constituted. (E) Each of the Guarantors (as defined below) has agreed to guarantee in the manner hereinafter appearing such obligations of the Issuers as are hereinafter specified and in respect of whose obligations under these presents and under the Notes the relevant Guarantor has given its guarantee hereunder. (F) The Law Debenture Trust Corporation p.l.c. has agreed to act as trustee of these presents for the Noteholders and the Couponholders upon the terms and subject to the conditions hereinafter contained. Now this deed witnesseth and it is hereby declared as follows: 1 Definitions (A) In these presents (including the recitals), unless there is something in the subject or context inconsistent therewith, the expressions following shall have the meanings hereinafter mentioned (that is to say):


A54371967 2 “Bearer Note” means a Note that is in bearer form, and includes any replacement Bearer Note issued pursuant to the Conditions and any Temporary Global Note or Permanent Global Note; “Calculation Agency Agreement” means any agreement made between the relevant Issuer, the relevant Guarantor(s), the Trustee and the Calculation Agent in the form, or substantially in the form of the Calculation Agency Agreement set out in the first schedule to the Paying Agency Agreement; “Calculation Agent” means the institution appointed as such by the relevant Issuer and relevant Guarantor(s) with the prior approval of the Trustee for any Series of Notes issued by such Issuer and specified in the applicable Final Terms; “Certificate” means a registered certificate representing one or more Registered Notes of the same Series and, save as provided in the Conditions, comprising the entire holding by a Noteholder of his Registered Notes of that Series and, save in the case of Global Certificates, being substantially in the form set out in the Fifth Schedule; “CGN” means a Bearer Note in global form which is not a New Global Note, as so specified in the Final Terms relating to the applicable Tranche; “Clearstream, Luxembourg” means Clearstream Banking S.A.; “Common Safekeeper” means, in relation to a Series where the relevant Global Note is an NGN or the relevant Global Certificate is held under the NSS, an ICSD or such person as may be nominated by the ICSDs to act as common safekeeper; “Conditions” means: (i) In relation to any Tranche of Notes issued on or after 16 May 2024, the terms and conditions in the form or substantially in the form set out in the Schedule to the Twenty-Sixth Supplemental Trust Deed; and (ii) in relation to any Tranche of Notes issued prior to 16 May 2024, the terms and conditions in the form or substantially the form set out in the schedule to the relevant supplemental trust deed applicable as at the issue date of such tranche, in each case, as the same may have been or may be supplemented or modified, with respect to any Notes represented by a Global Certificate or a Global Note, by the provisions of such Global Certificate or Global Note, as described in the Final Terms relating to such Tranche, and as the same may, from time to time, be altered in accordance with the provisions of these presents, and any reference in these presents to a particular numbered Condition shall be construed in relation to such Tranche as a reference to the provision (if any) in the Conditions thereof which corresponds to the particular numbered Condition in the Conditions applicable to such Tranche; “Couponholders” means the several persons who are for the time being Holders of Coupons; “Coupons” means the bearer interest coupons (if any) appertaining to Bearer Notes or, as the context may require, a specific number thereof and includes any replacement Coupon or Coupons issued pursuant to Condition 13 and, unless the A54371967 3 context otherwise requires, includes the Talons, such Coupons being, if appertaining to a Fixed Rate Note, substantially in the form set out in Part B of the Third Schedule or, if appertaining to a Floating Rate Note, substantially in the form set out in Part C of the Third Schedule; “Dealer” means any person or institution appointed as such pursuant to the Dealer Agreement; “Dealer Agreement” means the dealer agreement dated 22 July 1994 between, inter alia, the Issuers, the Guarantors and the Dealers, the terms of which (as novated, amended, amended and restated, varied or supplemented from time to time) are incorporated into any sale and purchase agreement relating to Notes reached between the relevant Issuer, the relevant Guarantor(s) and any Dealer(s); “Definitive Note” means a definitive Bearer Note issued or, as the case may require, to be issued by the relevant Issuer in exchange for a Temporary Global Note or a Permanent Global Note or part thereof, such Definitive Note being substantially in the form set out in Part A of the Third Schedule hereto with such modifications as may be agreed between the relevant Issuer, the relevant Guarantor(s), the Principal Paying Agent, the Trustee and the relevant Dealer(s) and having (where so specified in the applicable Final Terms) Coupons attached thereto on issue; “euro” means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended; “Euroclear” means Euroclear Bank SA/NV; “Eurosystem” means the central banking system for the Euro; “Eurosystem-eligible Note” means a Note which is intended to be held in a manner which would allow Eurosystem eligibility, as stated in the Final Terms relating to the applicable Tranche; “Event of Default” means any of the events listed in Condition 10 upon the happening of which any Series of the Notes would (subject only to notice by the Trustee as provided in that Condition) become immediately due and repayable; “Extraordinary Resolution” has the meaning set out in paragraph 21 of the Tenth Schedule; “Final Terms” means, in relation to a Tranche, a Final Terms or Pricing Supplement duly executed by the relevant Issuer, referring to this Trust Deed and specifying the relevant provisions of such Tranche (including any changes to the Conditions); “Fixed Rate Notes” means Notes on which interest is calculated at a fixed rate payable in arrear on such dates as are specified in the applicable Final Terms; “Floating Rate Notes” means Notes on which interest is calculated at a floating rate payable at intervals of such period of months as are specified in the applicable Final Terms; “Global Certificate” means a Certificate substantially in the form set out in the Fourth Schedule representing Registered Notes of one or more Tranches of the same Series; A54371967 4 “Global Note” means a Temporary Global Note and/or, as the context may require, a Permanent Global Note, a CGN and/or an NGN, as the context may require; “Group Company” has the meaning set out in the Conditions; “Guarantee” means the guarantees contained in these presents pursuant to which the Notes issued by (i) UFN are guaranteed unconditionally and irrevocably on a joint and several basis by PLC and UNUS, (ii) UCC are guaranteed unconditionally and irrevocably on a joint and several basis by PLC and UNUS, and (iii) PLC are guaranteed unconditionally and irrevocably by UNUS; “Guarantors” means PLC and UNUS and any company which, pursuant to Clause 17, has become a Guarantor but excluding any such company which has ceased to be a Guarantor, and “Guarantor” means any of them; “ICSD Direct Agreement” means an agreement between the ICSDs and an Issuer in respect of New Global Notes or a Global Certificate which is held under the NSS that such Issuer may request be made eligible for settlement with the ICSDs; “ICSDs” means Euroclear and Clearstream, Luxembourg; "Individual Certificate" means, in relation to any Series, an individual registered note certificate representing a Noteholder's entire initial holding of Registered Notes of such Series in the form or substantially in the form set out in the Fifth Schedule; “Interest Basis” means the basis on which the relevant Notes will bear interest (which may be a fixed or floating rate or on a zero coupon basis); “Issue Date” means, in respect of any Note, the date of issue and purchase thereof pursuant to, and in accordance with, the Paying Agency Agreement, being, in the case of any Note in the form of a Permanent Global Note or a Definitive Note, the same date as the date of issue of the Temporary Global Note which initially represented such Note; “Issuers” means, at any time, the Original Issuers and any other company which, pursuant to Clause 17, has become an Issuer but excluding any such company which has ceased to be an Issuer, and “Issuer” means any of them; “Maturity Date” means, in respect of any Note, the date (if any) on which it is due to be redeemed in accordance with the provisions of Condition 7; “month” means calendar month; “NGN” or “New Global Note” means a Bearer Note in global form which is a new global note, as so specified in the applicable Final Terms; “NSS” means the new safekeeping structure which applies to Registered Notes held in global form by a Common Safekeeper for Euroclear and Clearstream, Luxembourg and which is required for such Registered Notes to be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations; “Non-eligible Note” means a NGN or a Global Certificate held under the NSS which is not intended to be held in a manner which would allow Eurosystem eligibility, as stated in the applicable Final Terms; “Note” means a note in either registered or bearer form (provided that the minimum maturity and/or the maximum maturity (as the case may be) shall comply with all A54371967 5 applicable legal and regulatory requirements of the jurisdiction of the currency in which the relevant Notes are denominated), the actual maturity (if any) being specified in the applicable Final Terms, issued or to be issued by any of the Issuers pursuant to the Dealer Agreement and shall be in, or substantially in, the relevant form set out in the relevant Schedule, which shall, in the case of Bearer Notes, initially be represented by, and comprised in, a Temporary Global Note and in the case of Registered Notes, initially be represented by a Global Certificate. Any Temporary Global Note may (in accordance with the terms of such Temporary Global Note) be exchanged for Definitive Notes (if so specified in the applicable Final Terms) and otherwise for a Permanent Global Note which, in turn, may (in accordance with the terms of such Permanent Global Note) be exchanged for Definitive Notes. Any Global Certificate may (in accordance with the terms of such Global Certificate) be exchanged for Individual Certificates; “Noteholders” means the several persons who are for the time being Holders of outstanding Notes save that, in respect of the Notes of any Series, so long as such Notes or any part thereof are represented by a Global Note or Global Certificate, each person who is for the time being shown in the records of an ICSD or any other relevant clearing system (other than Clearstream, Luxembourg, if Clearstream, Luxembourg shall be an accountholder of Euroclear or such other relevant clearing system, and Euroclear, if Euroclear shall be an accountholder of Clearstream, Luxembourg or such other relevant clearing system) as the Holder of a particular nominal amount of the Notes of such Series (in which regard any certificate or other document or such other evidence and/or information and/or certification issued by an ICSD or such other relevant clearing system or any form of record made by any of them as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest or proven error) shall, for the purpose only of the exercise by the Trustee of all rights, duties, discretions, powers and authorities imposed or conferred on the Trustee which are to be exercised or performed by reference to, or in favour of, the Noteholders but not for any other purpose, be deemed to be and shall be treated as the Holder of such nominal amount of such Notes; and the expressions “Noteholder”, “Holder of Notes” and related expressions shall be construed accordingly; “Notes in global form” means Notes represented by a Temporary Global Note, a Permanent Global Note or a Global Certificate; “Original Issuers” means UFN, UCC and PLC and “Original Issuer” means any of them; “outstanding” means, in relation to the Notes, all the Notes other than: (i) those which have been redeemed in accordance with these presents or the Conditions; (ii) those in respect of which the date for redemption in accordance with the provisions of these presents or the Conditions has occurred and the redemption moneys wherefore (including premium (if any) and all interest in respect thereof) have been duly paid to the Trustee in the manner provided in these presents, or to the Principal Paying Agent in the manner provided in the Paying Agency Agreement (and, where appropriate, notice to that effect


A54371967 6 has been given to the relative Noteholders in accordance with Condition 14) and remain available for payment against presentation of those Notes, Certificates and/or Coupons (as the case may be); (iii) those which have become void under Condition 12; (iv) those which have been purchased by any of the Issuers, the Guarantors or any Group Company as provided in Condition 7 and not resold; (v) those mutilated or defaced Bearer Notes which have been surrendered and cancelled and in respect of which replacement Bearer Notes have been issued pursuant to Condition 13; (vi) (for the purpose only of ascertaining the amount of the Notes outstanding and without prejudice to the status for any other purpose of the Notes) those Bearer Notes which are alleged to have been lost, stolen or destroyed and in respect of which replacements have been issued pursuant to Condition 13; (vii) any Temporary Global Note to the extent that it has been exchanged for the relative Permanent Global Note or, as the case may be, the relative Definitive Notes pursuant to its provisions; (viii) any Permanent Global Note to the extent that it has been exchanged for the relative Definitive Notes pursuant to its provisions; and (ix) any Global Certificate to the extent that it has been exchanged for the relevant Individual Certificates pursuant to its provisions. For the purposes of this definition, in the case of each NGN and each Global Certificate to be held under the NSS, the Trustee shall rely on the records of the ICSDs in relation to any determination of the principal amount outstanding on such NGN or Global Certificate; “Paying Agency Agreement” means the paying agency agreement dated 22 July 1994 made between the Issuers, the Guarantors and the various agents named therein and the Trustee (as amended, restated or supplemented from time to time) and includes any other agreement the terms of which have been previously approved by the Trustee in writing appointing further or other Paying Agents or appointing any other Principal Paying Agent or amending the terms of any such appointment; “Paying Agents” means the several institutions (including, where the context permits or requires, the Principal Paying Agent) at their respective specified offices named as such in the Third Schedule or at such other offices as are notified to the Noteholders in accordance with the Paying Agency Agreement or such other or further specified paying agents for all or any Series of Notes or Coupons as may from time to time be appointed in respect thereof by the relevant Issuer and the relevant Guarantor(s) with the prior approval of the Trustee in writing and (in respect only of any Series already issued and remaining outstanding at the time of such appointment) notice of whose appointment is given to the Noteholders of such Series in accordance with Condition 14; “Permanent Global Note” means a Global Note substantially in the form set out in the Second Schedule with such modifications (if any) as may be agreed between the A54371967 7 relevant Issuer, the relevant Guarantor(s), the Principal Paying Agent, the Trustee and the relevant Dealer(s), comprising Bearer Notes of a single Tranche issued or, as the case may require, to be issued by the relevant Issuer pursuant to the Dealer Agreement or any other agreement and these presents in exchange for the whole or part of the Temporary Global Note issued in respect of the Bearer Notes of such Tranche; “Principal Paying Agent” means Deutsche Bank AG, London Branch at its office at 21 Moorfields, London EC2Y 9DB, United Kingdom or such other principal paying agent for Notes, Certificates and Coupons of all or any Series as may from time to time be appointed by the relevant Issuer and the relevant Guarantor(s) with the prior approval of the Trustee in writing and (in respect only of any Series already issued and remaining outstanding at the time of such appointment) notice of whose appointment has been given to the Noteholders of such Series in accordance with Condition 14; “Procedures” means the written administrative procedures and guidelines relating to the terms of Notes which may be issued and the settlement of issues of Notes as shall be agreed upon from time to time by the Issuers, the Guarantors, the Dealers, the Principal Paying Agent and the Trustee; “Register” means the register maintained by the Registrar; “Registered Note” means a Note in registered form; “Registrar” means the person named as such in the Conditions or any successor Registrar in each case at its specified office; “Relevant Date” means, in respect of any payment, the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been made available to the Trustee or the Principal Paying Agent, as the case may be, on or prior to such due date, it means the first date on which, the full amount of such moneys having been so made available, notice to that effect shall have been duly given to the Holders of Notes of the relevant Series in accordance with Condition 14; “Relevant Guarantor(s)” means, in respect of an issue of Notes (i) by UFN, PLC and UNUS, (ii) by UCC, PLC and UNUS and (iii) by PLC, UNUS; “repay” shall include “redeem” and vice versa and “repaid”, “repayable” and “repayment” and “redeemed”, “redeemable” and “redemption” shall be construed accordingly; “Requisite Currency” means, in relation to any Notes, the currency in which such Notes are denominated; “Securities Act” means the United States Securities Act of 1933, as amended; “Series” means all Notes which are denominated in the same currency and which have the same Maturity Date and Interest Basis (both as indicated in the applicable Final Terms) and interest payment dates (if any) and the terms of which (save for the Issue Date, denomination, issue price and first interest payment (all as indicated in the applicable Final Terms)) are otherwise identical (including listing) and the expressions “Notes of the relevant Series”, “Holders of Notes of the relevant Series” and kindred expressions shall be construed accordingly; A54371967 8 “Sterling” means the lawful currency for the time being of the United Kingdom; “stock exchange” means the stock exchange or stock exchanges upon which the Notes of any Series are for the time being or are to be listed; “successor in business” means, in relation to any Issuer or any Guarantor, any company which, as the result of any amalgamation, merger, reconstruction or transfer, either: (i) owns beneficially the major part of the undertaking, property and assets owned by such Issuer or Guarantor immediately prior thereto; or (ii) carries on, as successor to such Issuer or Guarantor, the major part of the business carried on by such Issuer or Guarantor immediately prior thereto; “Talon” means a bearer talon for further Coupons in the form set out in Part D of the Third Schedule and includes any replacement talon issued pursuant to Condition 13; “Temporary Global Note” means a Global Note substantially in the form set out in the First Schedule with such modifications (if any) as may be agreed between the relevant Issuer, the relevant Guarantor(s), the Principal Paying Agent, the Trustee and the relevant Dealer(s), comprising Bearer Notes of a single Tranche, issued by any of the Issuers pursuant to the Dealer Agreement or any other agreement and these presents; “Tranche” means all Notes of the same Series with the same Issue Date; “Transfer Agents” means the persons (including the Registrar) referred to as such in the Conditions or any successor Transfer Agents in each case at their specified offices; “these presents” means this Trust Deed and the Schedules (as from time to time modified in accordance with the provisions herein contained) and includes any deed or other document executed in accordance with the provisions hereof (as from time to time modified as aforesaid) and expressed to be supplemental hereto; “trust corporation” means a corporation entitled by rules made under the Public Trustee Act 1906 to act as a custodian trustee; “United States” means the United States of America (including the States and the District of Columbia) and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands; “U.S. Person” means (i) any person who is a citizen or resident of the United States; (ii) a domestic partnership; (iii) a domestic corporation or other entity taxable as a corporation; (iv) any estate the income of which is subject to United States federal income taxation regardless of its source; or (v) a trust if it (x) is subject to the primary supervision of a court within the United States and one or more “United States persons” within the meaning of the Internal Revenue Code of 1986, as amended, have the authority to control all of its substantial decisions or (y) has made a valid election under applicable Treasury Regulations to be treated as a domestic trust provided that the term “U.S. Person” shall not include foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165- 12(c)(1)(iv)) purchasing for their own account or for resale; A54371967 9 Words denoting the masculine gender only shall include the feminine gender also; and Words denoting persons only shall include companies, corporations, partnerships and all other legal entities. (B) In these presents references to: (i) any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment; (ii) principal and/or interest in respect of the Notes shall be deemed also to include references to any additional amounts which may be payable under Condition 9 or under any obligation undertaken pursuant to Clause 6; (iii) costs, charges or expenses shall include any value added tax or similar tax charged or chargeable in respect thereof; and (iv) “principal” in the context of the payment of principal on a Note shall be deemed to include a reference to the redemption amount (if any) payable on such Note. (C) References in this Trust Deed to Schedules, Clauses, sub-clauses, paragraphs and sub-paragraphs shall be construed as references to the Schedules to this Trust Deed and to the Clauses, sub-clauses, paragraphs and sub-paragraphs of this Trust Deed respectively. (D) Unless the context otherwise requires, words and expressions contained in these presents shall bear the same meanings as in the Companies Acts 1985, 1989 and 2006. (E) The headings are inserted herein only for convenience and shall not affect the construction hereof. 2 Amount of the Notes (A) The Notes will be issued in Series in an aggregate principal amount from time to time outstanding which shall not exceed U.S.$25,000,000,000 or such greater amount as shall be established pursuant to sub-clause (B) of this Clause, and for this purpose: (i) each Note denominated in a currency other than U.S. dollars shall be converted into U.S. dollars using the spot rate of exchange for the purchase of the relevant currency against payment of U.S. dollars being quoted by the Principal Paying Agent on the date on which the agreement for the issuance of such Notes was made; (ii) the principal amount of each Note with a zero coupon and other Notes issued at a discount shall be the net proceeds receivable by the relevant Issuer for the particular Tranche pursuant to the Dealer Agreement; and (iii) the currency in which any Notes are payable, if different from the currency of their denomination, shall be disregarded,


A54371967 10 and otherwise, subject to these presents, subject to such provisions and on such terms and conditions and at such time or times as the relevant Issuer and the relevant Guarantor(s) shall determine and the Trustee shall not be responsible for such conversion or the receipt or application of the proceeds of issue by the relevant Issuer. (B) The amount specified in sub-clause (A) of this Clause may be increased from time to time by a deed expressed to be supplemental hereto executed by the Issuers, the Guarantors and the Trustee substantially in the form set out in the Seventh Schedule. 3 Covenant to repay and to pay interest (A) Each Issuer (in respect of Notes issued by it) covenants with the Trustee that it will, as and when the Notes of any Series or any of them become due to be redeemed or any principal or redemption amount on the Notes of any Series or any of them becomes due to be repaid in accordance with the Conditions, unconditionally pay or procure to be paid to, or to the order of, the Trustee in immediately available funds and/or same day funds, as the case may be, in the relevant currency the principal amount or, as the case may be, redemption amount of the Notes of such Series becoming due for redemption or repayment on that date and (where such Notes bear interest) shall (subject to the provisions of the Conditions) until such payment (as well after as before any judgment or other order of any court of competent jurisdiction) is duly made, unconditionally pay or procure to be paid to or to the order of the Trustee as aforesaid on the dates provided for in the Conditions interest on the principal amount (or such other amount as may be specified in the applicable Final Terms) of the Notes of such Series outstanding from time to time in the relevant currency at the rate calculated from time to time in accordance with, and at the times, provided in the Conditions; provided that: (i) every payment of principal, redemption amount or interest in respect of such Notes made to or to the order of the Principal Paying Agent in the manner provided in the Paying Agency Agreement shall be in satisfaction pro tanto of the relevant covenant by such Issuer contained in this Clause and shall be deemed for the purposes of this Clause to have been paid to the order of the Trustee except to the extent that there is default in the subsequent payment thereof to the Holders of the Notes and/or Coupons of such Series (as the case may be) in accordance with the Conditions in which event interest will again commence to accrue from the date of such default until the date upon which payment is duly made in accordance with this Clause; (ii) in the case of any payment of principal, redemption amount or interest in respect of the Notes of such Series made after the due date, payment shall be deemed not to have been made until the full amount due has been received by the Trustee or the Principal Paying Agent (as the case may be) and, unless the Trustee otherwise agrees, notice to that effect has been given to the Holders of Notes of such Series in accordance with Condition 14; and (iii) in any case where payment of the whole or any part of the principal amount or redemption amount due in respect of any Note of such Series is improperly withheld or refused upon due presentation or surrender of such Note, interest shall accrue at the rate aforesaid on the whole or such part of the principal A54371967 11 amount or redemption amount (as the case may be) from the date of such withholding or refusal until the date on which notice is given to the Holders of Notes of such Series either in accordance with Condition 14 or individually that the full amount payable in respect of the amount of principal or redemption amount in the relevant currency has been paid to the Principal Paying Agent and the relevant Issuer covenants that it shall unconditionally pay the interest so accrued to or to the order of the Trustee as aforesaid. (B) Each Issuer may, from time to time without the consent of the Noteholders of any Series, create and issue further notes, bonds or debentures having the same terms and conditions as the Notes of such Series ranking pari passu in all respects (or in all respects except for the first payment of interest, if any, on them and/or the denomination thereof) so as to form a single series with any previously existing Series of Notes. (C) At any time after an Event of Default shall have occurred in respect of the Notes of any Series, the Trustee may: (i) by notice in writing to the relevant Issuer, the relevant Guarantor(s), the Principal Paying Agent, the other Paying Agents, the Transfer Agents and the relevant Calculation Agent, require the Principal Paying Agent, the other Paying Agents, the Transfer Agents and the relevant Calculation Agent or any of them: (a) to act thereafter as Principal Paying Agent, Paying Agents, Transfer Agents and relevant Calculation Agent respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of these presents and on the terms provided in the Paying Agency Agreement or, as the case may be, the relevant Calculation Agency Agreement mutatis mutandis in relation to such Notes (save that the Trustee’s liability under any provisions thereof for the indemnification of the Paying Agents, Transfer Agents or any Calculation Agent shall be limited to amounts for the time being held by the Trustee on the terms of these presents in relation to such Notes which are available to the Trustee for such purpose) and thereafter to hold all such Notes, Certificates and the relative Coupons (if any) and all sums, documents and records held by them in respect of such Note, Certificate and Coupons (if any) on behalf of the Trustee; and/or (b) to deliver up all Notes, Certificates and Coupons (if any) of such Series and all sums, documents and records held by them in respect of such Notes, Certificates and Coupons to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any document or record which the relative Paying Agent or relevant Calculation Agent is obliged not to release by any law or regulation; and (ii) by notice in writing to the relevant Issuer and the relevant Guarantor(s) require each of them to make all subsequent payments in respect of the Notes and Coupons of the relevant Series to or to the order of the Trustee and not to the Principal Paying Agent or relevant Calculation Agent (as the case may be) and, with effect from the issue of any such notice until such A54371967 12 notice is withdrawn, proviso (i) to sub-clause (A) of this Clause shall cease to have effect. (D) If any Series of Floating Rate Notes becomes immediately due and repayable pursuant to Condition 10, the rate of interest and interest amounts in respect of them shall continue to be calculated in accordance with the Conditions until all such Floating Rate Notes of such Series shall have been repaid, except that the rates of interest and interest amounts need not be notified in accordance with the Conditions. (E) All payments in respect of, under and in connection with these presents and the Notes and Coupons of any Series shall be made to the relevant Noteholders and Couponholders in the relevant currency as specified in the applicable Final Terms. (F) The Notes of each Series shall form a separate Series and accordingly, unless for any purpose the Trustee at its absolute discretion shall otherwise determine, all the provisions of these presents shall apply separately to the Notes of each Series and, in these presents, the expressions “Notes”, “Noteholders”, “Coupons”, and “Couponholders” and, in each case, kindred expressions shall be construed accordingly. 4 Issue and constitution of Notes (A) By not later than the close of business (London time) on the second day (excluding Saturdays, Sundays and bank holidays) on which banks are open for business in the City of London preceding each proposed Issue Date, the relevant Issuer shall: (i) procure that the Trustee receives a copy of the applicable Final Terms; and (ii) deliver to the Trustee a certificate signed by a director of UFN, UCC or PLC, as the case may be, or some other person duly authorised in that behalf certifying to the best of the knowledge and belief of the giver of the certificate having made all reasonable enquiries the absence of any event listed in Condition 10 (whether or not applicable to the Notes of such Tranche) or any event which, with the lapse of time and/or the giving of notice and/or the issue of a certificate would constitute an Event of Default and compliance with the Programme Limit. The relevant Issuer shall also procure that there is delivered to the Trustee an executed copy of the applicable Final Terms prior to the Issue Date in the case where the copy of such Final Terms referred to in (i) above was unexecuted. Forthwith upon the issue of, and full payment for, the relevant Temporary Global Note(s), the Notes of the Tranche to which it or they relate(s) shall become constituted by these presents without further formality. (B) None of the Issuers shall be entitled to, and each Issuer hereby covenants with the Trustee that it will not, issue any Notes pursuant to these presents unless the appropriate Guarantee applies to such Notes. (C) Each of the Issuers and the Guarantors shall procure that legal opinions shall be delivered to the Trustee in any of the following circumstances: (i) on such occasions as the Trustee so requests after consultation with the relevant Issuers and the relevant Guarantor(s), on the occurrence of either a change or a proposed change in any applicable law or regulation (or A54371967 13 interpretation thereof) affecting any of the Issuers, the Guarantors, the Notes, the Certificates or these presents or on the Trustee having any other reasonable grounds; and (ii) on any occasion on which the Dealers receive any legal opinion in accordance with the Dealer Agreement. If, notwithstanding the preceding provisions of this Clause 4, the Trustee is not satisfied with any legal opinion delivered to it pursuant to this Clause 4(C) (not being a legal opinion substantially in the form of the legal opinion delivered to the Trustee on the date hereof) the Trustee shall thereafter be entitled not to approve any new Final Terms in respect of which such legal opinion may, at any time, relate or be connected in any way whatsoever. 5 Forms and issue of the Notes (A) The Notes of each Tranche will be represented on issue by either (i) in the case of Bearer Notes, a Temporary Global Note and, if so specified in the Final Terms, such Temporary Global Note shall be an NGN or (ii) in the case of Registered Notes, one or more Global Certificates and, if so specified in the Final Terms, such Global Certificate(s) shall be held under the NSS. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for a Permanent Global Note or Definitive Notes having Coupons attached all as set out in such Temporary Global Note. Each Permanent Global Note shall be exchangeable, in accordance with its terms, for Definitive Notes having Coupons attached all as set out in such Permanent Global Note. Interests in Global Certificates shall be exchangeable, in accordance with their terms, for Individual Certificates. All Notes in global form shall be signed manually on behalf of the relevant Issuer by a director of UFN, UCC or PLC or, as the case may be, some other person duly authorised in that behalf and may be a master Note in global form supplied by the relevant Issuer under the provisions of the Paying Agency Agreement, authenticated by the Principal Paying Agent and, in the case of each Eurosystem-eligible Note or Non-eligible Note in respect of which the Issuer has notified the Principal Paying Agent or the Registrar that effectuation is to be applicable, effectuated by or on behalf of the specified Common Safekeeper. Each Note in global form which is a CGN shall be delivered to a bank depositary common to the ICSDs or any other relevant clearing system or, in the case of a Note in global form which is a NGN, shall be delivered to the specified Common Safekeeper in accordance with the provisions of the Paying Agency Agreement. All Global Certificates shall be delivered to a bank depositary common to the ICSDs or any other relevant clearing system or, in the case of a Global Certificate which is held under the NSS, shall be delivered to the specified Common Safekeeper in accordance with the provisions of the Paying Agency Agreement. All Definitive Notes shall, unless otherwise specified in the applicable Final Terms, be security printed in accordance with any applicable regulatory requirements from time to time (and Bearer Notes shall be security printed in accordance with the requirements of the applicable stock exchange and any other applicable regulatory requirements from time to time), shall be serially numbered and shall, if interest bearing, have attached thereto Coupons or, if so specified in the applicable Final Terms, have endorsed thereon a grid for recording the payment of interest. The Bearer Notes in global form, the Definitive Notes and Coupons (if any) shall be in bearer form and shall have the Conditions endorsed thereon, attached thereto or incorporated by reference therein.


A54371967 14 Title to the Notes in global form and the Definitive Notes and Coupons shall pass by delivery. Individual Certificates will be security printed in accordance with applicable legal and stock exchange requirements and will be substantially in the form set out in the Fifth Schedule. Individual Certificates will be endorsed with the Conditions. Title to the Certificates will pass by registration in the Register. (B) The Certificates, Definitive Notes and the Coupons shall be signed manually or in facsimile on behalf of the relevant Issuer (where UFN, UCC or PLC is the Issuer) by a director of UFN, UCC or PLC, as the case may be, or some other person duly authorised in that behalf. Any Issuer may use on any Certificate, Definitive Note or any Coupon facsimile signatures of each of the authorised signatories of the relevant Issuer set out in this sub-clause notwithstanding the fact that when such Certificate, Definitive Note or Coupon shall be issued any such person shall have ceased to hold such office. The Certificates, Definitive Notes or Coupons so executed (and, in the case of the Certificates or Definitive Notes, authenticated) and issued shall be valid and binding obligations of the relevant Issuer. The master Temporary Global Note and the master Permanent Global Note for an Issuer shall be signed manually by or on behalf of such Issuer in accordance with Clause 5(A). Any Issuer may adopt and use the signature of any person who, at the date of signing a master Temporary Global Note, master Permanent Global Note or Global Certificate, is authorised to sign on behalf of the relevant Issuer for such purpose notwithstanding that such person may have ceased to hold such office at the time of the creation and issue of the relevant Tranche or the issue and delivery of the relevant Notes. (C) The relevant Issuer shall procure that, prior to their issue and delivery, the Notes in global form, the Definitive Notes and the Individual Certificates shall be authenticated manually by an authorised signatory on behalf of the Principal Paying Agent (in the case of Global Notes and Definitive Notes) or the Registrar (in the case of Certificates) and, in the case of each Eurosystem-eligible Note or Non-eligible Note in respect of which the Issuer has notified the Principal Paying Agent or the Registrar that effectuation is to be applicable, effectuated by or on behalf of the specified Common Safekeeper. Notes in global form, Definitive Notes and Certifiactes, as the case may be, shall not be valid for any purpose unless and until so authenticated and, in the case of Eurosystem-eligible Notes or Non-eligible Notes in respect of which the Issuer has notified the Principal Paying Agent or the Registrar that effectuation is to be applicable, so effectuated and any Coupons appertaining to the relevant Definitive Notes shall not be valid for any purpose unless and until the Definitive Notes to which they appertain shall have been authenticated but, subject thereto, Notes in global form, Definitive Notes, Certificates and Coupons so executed shall be binding and valid obligations of the relevant Issuer. (D) The Trustee shall be entitled to rely on the records of the ICSDs in relation to any determination of the principal amount outstanding of each NGN or Global Certificate held under the NSS. For this purpose, “records” means the records that each ICSD holds for its customers which reflect the amount of such customers’ interest in the Notes. 6 Stamp Duties (A) The relevant Issuer will pay all stamp duties and other similar duties or taxes (if any) payable in the Netherlands, the United States or the United Kingdom on (i) the A54371967 15 constitution and issue of the Notes, Certificates and/or the Coupons and (ii) the initial delivery of the Notes and Certificates. The Issuers will pay all stamp duties and other similar duties or taxes (if any) payable in the aforesaid countries on the execution of these presents. If in consequence of an Event of Default the Trustee (or any Noteholder or Couponholder where permitted under these presents so to do) shall take any proceedings against the relevant Issuer or the relevant Guarantor(s) and/or any proceedings to wind up the relevant Issuer or the relevant Guarantor(s) in the Netherlands and/or the United Kingdom and/or the United States and if for the purposes of any such proceedings these presents or any Notes, Certificates or Coupons are taken into such jurisdiction and any stamp duties or other similar duties or taxes become payable thereon in any such jurisdiction, the relevant Issuer will pay (or reimburse the person making payment of) such stamp duties or other similar duties or taxes. (B) Covenant to give substitute tax undertaking If the relevant Issuer or the relevant Guarantor(s) shall become subject generally to the taxing jurisdiction of any territory other than or in addition to the Netherlands, in the case of UFN, the United Kingdom, in the case of PLC or the United States or any political sub-division thereof, in the case of UNUS or UCC, or any authority in such other territory having power to tax, then the relevant Issuer or the relevant Guarantor(s) (as the case may be) shall (unless the Trustee shall otherwise agree), but only if by virtue of becoming so subject it shall be necessary in order that the net amounts received by the Holder of any Note or Coupon after withholding or deduction for or on account of taxes or duties imposed or levied by or on behalf of such territory or authority, shall equal the respective amounts of principal and/or redemption amount and/or interest as would have been receivable in respect of the Notes, Certificates or Coupons in the absence of such withholding or deduction, give to the Trustee an undertaking or covenant in form and manner reasonably satisfactory to the Trustee in terms corresponding to the terms of Condition 9 with the substitution for, or (as the case may require) the addition to, the references therein to the Netherlands, the United Kingdom or the United States or any authority in the Netherlands, the United Kingdom or the United States having power to tax of references to that other or additional territory or any authority therein having power to tax to whose taxing jurisdiction the relevant Issuer or, as the case may be, the relevant Guarantor(s) shall have become subject as aforesaid and in such event the provisions of these presents shall be read accordingly and the provisions of parts (i) to (iv) of Condition 7(b) shall be amended accordingly. 7 Covenant to observe provisions of the Trust Deed and Schedules (A) Each of the Issuers and each of the Guarantors hereby covenants with the Trustee to comply with those provisions of these presents which are expressed to be binding on each of them and to perform and observe the same. The Notes and the Coupons shall be held subject to the provisions contained in these presents, all of which shall be binding upon each of the Issuers, the Guarantors, the Noteholders and the Couponholders and all persons claiming through or under them respectively. The issue of any Series of Notes shall constitute confirmation of the fact that the Notes of such Series carry the benefit of the Guarantee. A54371967 16 (B) The provisions contained in the Schedules shall have full effect in the like manner as if the same had been incorporated herein. 8 Guarantee (A) Each of: (i) UNUS, in respect of any Notes issued by PLC; (ii) PLC and UNUS, jointly and severally, in respect of any Notes issued by UFN; and (iii) PLC and UNUS, jointly and severally, in respect of any Notes issued by UCC, hereby irrevocably and unconditionally guarantee to the Trustee the due and punctual payment by the relevant Issuer of any moneys payable from time to time by the relevant Issuer in respect of the Notes and the Coupons and under or pursuant to these presents, as the case may be, in the manner hereinafter provided, namely: (i) if and whenever the relevant Issuer shall make default in the payment of any moneys payable by the relevant Issuer in respect of the Notes or the Coupons or under or pursuant to these presents, as the case may be, the relevant Guarantor(s) shall forthwith upon written demand therefor made by the Trustee unconditionally pay to or to the order of the Trustee in the relevant currency the amount in respect of which such default has been made and any payment so made shall pro tanto cure such default by the relevant Issuer provided that every payment of such moneys as aforesaid made by the relevant Guarantor(s) to the Noteholders and/or the Couponholders, as the case may be, or to, or to the order of, the Principal Paying Agent in the manner provided in the Paying Agency Agreement shall be satisfaction pro tanto of the covenants by the Guarantors in this Clause contained (and shall be deemed for the purposes of this Clause to have been paid to or to the order of the Trustee) except, in the case of payment to or to the order of the Principal Paying Agent as aforesaid, to the extent that there is default in the subsequent payment thereof to the Noteholders or the Couponholders, as the case may be, in accordance with the Conditions. The provisions of Condition 9 shall apply with respect to payments by any of the Guarantors made hereunder; (ii) without prejudice to the provisions of paragraph (i) of this sub-clause (A), each of the Guarantors shall, as between the Trustee and itself, be liable as if it were the principal debtor and not merely a surety and none of the Guarantors shall be exonerated or discharged from liability under the Guarantee by time being given to the relevant Issuer or the relevant Guarantor(s) or any of them by the Trustee or by the Noteholders or Couponholders or any of them, by any other indulgence or concession to the relevant Issuer granted by the Trustee or by the Noteholders or Couponholders or any of them or by anything done by the Trustee in exercise of any of the trusts, powers, authorities or discretions vested in it by these presents or by anything which the Noteholders or Couponholders or the Trustee or any of them may omit or neglect to do or by any other dealing or thing which, but for this provision, might operate to exonerate or discharge any of the relevant Guarantor(s) from their covenants herein contained or by A54371967 17 the illegality, invalidity or unenforceability of or any defect in the provisions of any Note or Coupon or these presents or any of the relevant Issuer’s obligations thereunder or hereunder; (iii) the Guarantee is to be a continuing guarantee and accordingly shall remain in operation until all moneys owing in respect of the Notes and the Coupons and under these presents have been paid or satisfied and is in addition to and not in substitution for any other rights which the Trustee or the Noteholders or Couponholders or any of them may have under or by virtue of these presents and may be enforced without first having recourse to any such rights and without taking any steps or proceedings against the relevant Issuer. In particular, the Guarantee may be enforced on each and every occasion on which default is made by the relevant Issuer in payment notwithstanding that any call under this Guarantee may have been made previously by the Trustee or that any proceedings may have been commenced against any of the relevant Guarantor(s) in respect of sums already due under the Guarantee; (iv) the Trustee may from time to time make any arrangement or compromise with the relevant Guarantor(s) or any of them in relation to the Guarantee which the Trustee may think fit; (v) the relevant Guarantor(s) or any of them shall not, without the consent of the Trustee, at any time after default has been made by the relevant Issuer in the payment of any moneys payable by the relevant Issuer in respect of the Notes or the Coupons or under or pursuant to these presents and so long as any moneys payable by the relevant Guarantor(s) in respect of such defaulted moneys remain unpaid, exercise in respect of any amounts paid under the Guarantee any right of subrogation or any other right or remedy which may accrue to the relevant Guarantor(s) in respect of or as a result of such payment; and (vi) if any payment received by the Trustee or any Noteholder or Couponholder pursuant to the provisions of these presents shall, on the subsequent bankruptcy or insolvency of the relevant Issuer or the relevant Guarantor(s) or any of them, be avoided under any laws relating to bankruptcy or insolvency, such payment shall not be considered as having discharged or diminished the liability of the relevant Guarantor(s) or any of them, and the Guarantee shall continue to apply as if such payment had at all times remained owing by the relevant Issuer and the relevant Guarantor(s) shall indemnify the Trustee and the Noteholders and Couponholders, as the case may be, in respect thereof. (B) If any moneys shall become payable by any of the Guarantors under the Guarantee, the relevant Issuer shall not, without the consent of the Trustee, so long as such moneys remain unpaid, pay any moneys for the time being due by the relevant Issuer to any of the Guarantors. (C) In this Clause 8, the expression “relevant Issuer” shall mean the Issuer in respect of which the relevant Guarantor(s) have given their Guarantee.


A54371967 18 9 Application of moneys received by the Trustee (A) The Trustee shall apply all moneys received by it under these presents in respect of the Notes of any Series: (i) first, in payment or satisfaction of the reasonable costs, charges, expenses and liabilities incurred by the Trustee in or about the preparation and execution of, or in carrying out the terms of, or enforcing the trusts of these presents (including remuneration of the Trustee); (ii) secondly, in or towards payment pari passu and rateably of all arrears of interest remaining unpaid in respect of the Notes of the relevant Series and all principal moneys, redemption amounts and premium (if any) due on or in respect of such Notes; provided that where Notes of more than one Series have become so due and payable, such moneys shall be applied as between the amounts outstanding in respect of the different Series pari passu and rateably (except where such moneys are paid in respect of a specific Series or several specific Series, in which event such moneys shall be applied solely to the amounts outstanding in respect of that Series or those Series respectively); and (iii) thirdly, in payment of the balance (if any) to the relevant Issuer or, in the event that any moneys were received from the relevant Guarantor(s), to the extent of such moneys, to the relevant Guarantor(s) (provided that the Trustee shall not have regard as to how any such moneys are apportioned between the Guarantors). Without prejudice to the provisions of this Clause, if the Trustee shall hold any moneys which represent principal, redemption amount, premium or interest in respect of Notes or Coupons which have become void under Condition 12, the Trustee shall (subject to no sums being then overdue to the Trustee in respect of any Notes or Coupons of any Series and to the payment or provision for the payment or satisfaction of the said costs, charges, expenses and liabilities, including the remuneration of the Trustee) pay the same forthwith to the relevant Issuer (without prejudice to any question as to how such surplus should be dealt with as between the relevant Issuer and any other person for the time being entitled thereto in priority to the relevant Issuer). (B) If more than one Series of Notes has become due and payable, the Trustee shall apportion between the relevant Noteholders the payment of the costs, charges, expenses and liabilities referred to in paragraph (i) of sub-clause (A) of this Clause out of moneys received and held upon trust by the Trustee as aforesaid, in such manner and in such amounts as it shall, in its absolute discretion, consider appropriate. (C) The Trustee shall give not less than 14 days’ notice to Noteholders in accordance with the Conditions of the day fixed for any payment to the Noteholders under this Clause 9. 10 Power to retain and invest less than 10 per cent. If the amount of the moneys at any time available for payment in respect of the Notes of any Series under Clause 9 shall be less than one-tenth of the principal amount of the Notes of A54371967 19 such Series then repayable, the Trustee may, at its discretion, invest such moneys on behalf of the persons entitled thereto under Clause 9 upon some or one of the investments hereinafter authorised with power from time to time, at the like discretion, to vary such investments. The income resulting from such investments shall be applied in accordance with Clause 9. However, upon such income reaching an amount such that, if that amount were added to the investment and any other funds for the time being under the control of the Trustee and applicable for the purpose, the total sum would be sufficient to pay at least one tenth of the principal amount of the Notes of such Series then repayable, then such investment and funds shall also be applied under Clause 9. 11 Authorised investments Any moneys which under the trusts herein contained ought to, or may be, invested by the Trustee may be invested in the name or under the control of the Trustee in any of the investments for the time being authorised by English law for the investment by trustees of trust moneys or in any other investments, whether similar to those aforesaid or not, which may be selected by the Trustee or by placing the same on deposit in the name or under the control of the Trustee with such bank or other financial institution as the Trustee may think fit and in such currency as the Trustee may think fit (in the case of any currency other than the Requisite Currency), with the approval of the relevant Issuer (such approval not to be unreasonably withheld) and the Trustee may at any time vary or transfer any of such investments for or into other such investments, subject to the proviso in Clause 22, neither it nor the relevant Issuer nor the relevant Guarantor(s) shall be responsible for any loss occasioned by reason of any such investments or such deposit whether by depreciation in value, fluctuation in exchange rates or otherwise. 12 Indemnification of the Trustee upon enforcement (A) The Trustee shall not be bound to take any steps to enforce the performance of any of the provisions of these presents, the Notes or the Coupons unless (i) it shall have been directed to do so by an Extraordinary Resolution or so requested in writing by the Holders of at least one-fourth in principal amount of the Notes of the relevant Series then outstanding and (ii) it shall have been indemnified and/or secured and/or prefunded to its satisfaction against all liabilities, proceedings, claims and demands to which it may thereby become liable and all costs, charges and expenses which may be incurred by it in connection therewith. (B) Should the Trustee take any proceedings against any Issuer and/or any Guarantor: (i) proof therein that as regards any specified Note of a particular Series, default has been made in paying any principal, redemption amount, premium and/or, where the same is not paid against presentation of a Note in global form or, as the case may be, a Coupon, interest due in respect of such Note shall (unless the contrary be proved) be sufficient evidence that like default has been made as regards all other Notes of such Series in respect of which a corresponding payment is then due; and (ii) proof therein that as regards any specified Coupon appertaining to a Note of a particular Series, default has been made in paying any interest due to the relevant Couponholders shall (unless the contrary be proved) be sufficient evidence that like default has been made as regards all other Coupons A54371967 20 appertaining to the Notes of such Series in respect of which a corresponding payment is then due. 13 Payment to Noteholders and Couponholders Any payment to be made in respect of the Notes of any Series or the Coupons appertaining thereto by the relevant Issuer or relevant Guarantor(s) or the Trustee may be made in the manner provided in the Conditions and any payment so made shall be a good discharge, pro tanto, to such Issuer, or, as the case may be, such Guarantor or the Trustee. Any payment in full of interest made in respect of a Coupon shall extinguish any claim of a Noteholder which may arise directly or indirectly in respect of such interest. 14 Production of Notes and Coupons Upon any payment to Noteholders or Couponholders under Condition 8 the Note, Coupon or Certificate in respect of which such payment is made shall, if the Trustee so requires, be produced to the Trustee, or the Paying Agent by or through whom such payment is made and the Trustee shall: (A) in respect of a Bearer Note or Coupon, (1) in the case of part payment, enface or cause such Paying Agent to enface a memorandum of the amount and date of payment on such Bearer Note or Coupon (or, in the case of part payment of a Temporary Global Note or Permanent Global Note in NGN form cause the Principal Paying Agent to procure that the ICSDs make appropriate entries in their records to reflect such payment) or (2) in the case of payment in full, shall cancel or procure the same to be cancelled and shall certify or procure the certification of such cancellation but such Paying Agent may, in any particular case, dispense with the production and enfacement of a Bearer Note or Coupon upon such indemnity being given as it shall reasonably think sufficient; and (B) in respect of a Registered Note, (1) in the case of part payment, require the Registrar to make a notation in the Register of the amount and date of payment (and in the case of a Registered Note held under the NSS, procure that the ICSDs make appropriate entries in their records to reflect such payment) or (2) in the case of payment in full, cause the relevant Certificate to be surrendered or shall cancel or procure the same to be cancelled and shall certify or procure the certification of such cancellation. 15 Covenants by the Issuers and the Guarantors Each of the Issuers and the Guarantors (provided that UNUS shall have no liability or obligation under this Clause 15 in respect of any of sub-clauses (B), (D), (Q) and (R) below) hereby covenants with the Trustee that, so long as any of the Notes issued or guaranteed by it remains outstanding, it shall: (A) at all times maintain, while any Notes are outstanding, a Paying Agent (in accordance with the Conditions) and at all times maintain any other agents (including but not limited to any Calculation Agent) required by the Conditions relating to any outstanding Notes all in accordance with the Conditions; (B) upon becoming aware of the same, give notice in writing to the Trustee of the occurrence of any Event of Default in relation to it or any event which, with the lapse A54371967 21 of time and/or the giving of notice and/or the issue of a certificate would constitute an Event of Default in relation to it; (C) within 14 days of any written request by the Trustee and at least once in every year (if practicable at the same time as copies of the balance sheet and accounts mentioned under paragraph (E) below are sent) deliver to the Trustee (in the case of UFN, UCC and PLC) a certificate signed by a director of UFN, UCC or PLC, as the case may be, or some other person duly authorised in that behalf to the effect that to the best of the knowledge, information and belief of such person having made all reasonable enquiries: (i) there did not exist as at a date not more than five days prior to the date of the certificate nor had there existed at any other time prior thereto since the date hereof or since the date as of which the last such certificate was given any Event of Default or any event which, with the lapse of time and/or the giving of notice and/or the issue of a certificate would constitute an Event of Default or, if such an Event of Default or event did then exist or had existed, specifying the same; and (ii) during the preceding financial year (or during such period as the Trustee may specify in such request) and since the completion thereof up to the date mentioned in (i) above each of the Issuers and the Guarantors complied in all material respects with its obligations contained in these presents or, if such is not the case, specifying the respects in which it has not so complied; (D) so far as permitted by law, at all times give to the Trustee such other information as it shall reasonably require for the purpose of the discharge of the duties and discretions vested in it hereunder or by operation of law; (E) send to the Trustee a copy in the English language of every publicly available balance sheet, profit and loss account, report or other notice, statement or circular which is (in each case) issued to its members or stockholders, or as soon as practicable after, the time of the issue thereof; (F) so far as permitted by law, at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times to give effect to the terms and conditions of these presents; (G) oblige the Principal Paying Agent to notify the Trustee forthwith if it does not on or before the due date for repayment of the Notes of any Series or any of them or the due date for payment of the relevant Coupons (if any), receive unconditionally the full amount in the relevant currency of the moneys payable on such due date in respect of all such Notes or Coupons, as the case may be; (H) as soon as reasonably practicable and before the time of publication send, or procure to be sent, to the Trustee four copies of the form of all notices to be given to Noteholders; (I) at all times use their reasonable endeavours to maintain a listing of the Notes on such stock exchange as the Notes are, for the time being, quoted or listed or, if it is unable to do so having used such reasonable endeavours or if the maintenance of such listing is agreed by the Trustee to be unduly onerous, use its reasonable endeavours to obtain and maintain a quotation or listing of the Notes on such other stock exchange or exchanges as they may (with the written approval of the Trustee)


A54371967 22 decide and shall also use its reasonable endeavours to procure that there will at all times be furnished to any stock exchange on which the Notes are for the time being quoted or listed on the application of the relevant Issuer such information as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange; (J) not less than 45 days prior to the redemption date in respect of the Notes of any Series give the Trustee notice of the proposed redemption of the Notes pursuant to Condition 7(b) or 7(c); (K) comply with its obligations under the Paying Agency Agreement and any other agreement (including but not limited to any Calculation Agency Agreement) appointing other agents for the purpose of the Programme and the Dealer Agreement, and use its reasonable endeavours to procure that (i) the Principal Paying Agent and the relevant Calculation Agent comply with all their respective obligations thereunder; and (ii) in respect of each Temporary Global Note which is a NGN, Permanent Global Note which is a NGN or Global Certificate which is held under the NSS, the ICSDs maintain their records in accordance with the relevant ICSD Direct Agreement; (L) if, in accordance with the provisions of Condition 8, interest, principal, premium or other redemption amount in respect of Notes becomes payable at the specified office in the United States of any Paying Agent, promptly give notice thereof to the Noteholders in accordance with Condition 14; (M) in the event of the existence of a serious threat as referred to in Clause 5(c) of the Paying Agency Agreement, when satisfactory arrangements pursuant to Clause 5(c) of the Paying Agency Agreement have been put in place, forthwith, unless the Trustee otherwise agrees, give notice to the relevant Noteholders in accordance with Condition 14 of such arrangements; (N) furnish a copy of the Procedures from time to time in effect to the Trustee; (O) ensure that each Note to be issued or other transaction to be effected hereunder shall comply with all applicable laws and regulations of any governmental or other regulatory authority of the country of any relevant currency for the purposes of any relevant Note and that all necessary consents and approvals of, and registrations and filings with, any such authority in connection therewith are obtained and maintained in full force and effect and copies thereof are supplied promptly to the Trustee; (P) forthwith give notice to the Trustee of the appointment of any new Dealer pursuant to the Dealer Agreement or of any modification to the Dealer Agreement; (Q) forthwith give notice to the Trustee of the Issuer’s intention to redenominate Notes in accordance with Condition 8C or exchange Notes in accordance with Condition 8D; and (R) in the event of any Issuer giving any notice to redenominate the Notes of any Series pursuant to Condition 8C(1) or for the exchange of any Notes of any Series for Notes denominated in euro pursuant to Condition 8D, such Issuer shall (unless the Trustee otherwise agrees in writing), not later than the date on which the redenomination will become effective or, as the case may be, the Notes become exchangeable enter A54371967 23 into a deed with the Trustee supplemental to these presents in a form satisfactory to the Trustee which records the terms of any amendments to the Conditions which will arise from such redenomination or exchange and effect any other consequential amendments to these presents which, in the opinion of the Trustee, require to be made to give effect to such redenomination or exchange. 16 Remuneration of the Trustee (A) The relevant Issuer, failing whom the relevant Guarantor(s), shall (subject as hereinafter provided) pay to the Trustee such remuneration as shall be agreed from time to time between the Issuers and the Trustee as remuneration for its services as Trustee under these presents. Such remuneration shall, unless otherwise agreed, be deemed to accrue from day to day and shall be paid annually in arrear. At any time after the occurrence of an Event of Default or in the event of the Trustee finding it necessary or being required to undertake any exceptional duties (or duties otherwise outside the scope of the normal duties of the Trustee under these presents) in the performance of its trusteeship under these presents the relevant Issuer, failing whom the relevant Guarantor(s), shall pay such additional remuneration as shall be agreed between the Trustee and the relevant Issuer (and which may be calculated by reference to the Trustee’s normal hourly rates in force from time to time). In the event of the Trustee and the relevant Issuer failing to agree upon whether such duties are of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or failing to agree upon such increased or additional remuneration, such matters shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fee of such investment bank being shared equally between the Trustee and the relevant Issuer), and the decision of any such investment bank shall be conclusive and binding on the relevant Issuer, the relevant Guarantor(s) and the Trustee. (B) The Trustee shall not be entitled to remuneration in respect of any period after the date on which, all the Notes of any Series having become due for redemption, the redemption moneys (including accrued interest thereon) have been paid to the Trustee, the Principal Paying Agent or otherwise duly provided for to the satisfaction of the Trustee unless, upon due presentation of any Note or Coupon, payment of the moneys due in respect thereof is improperly withheld or refused, in which event remuneration will commence again to accrue. (C) In addition to remuneration hereunder the relevant Issuer, failing whom the relevant Guarantor(s), shall, on written request, pay all other reasonable costs, charges and expenses including travelling expenses which the Trustee may properly incur in relation to the preparation and execution of these presents and the exercise of the powers or the execution of the trusts vested in it by or pursuant to these presents and in any other manner in relation to these presents, including but not limited to legal and travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. A54371967 24 (D) The relevant Issuer, failing whom the relevant Guarantor(s), shall indemnify the Trustee (i) in respect of all liabilities and expenses properly incurred by it or any liability or expense properly incurred by any person appointed by it to whom any trust, power, authority or discretion may be delegated by it in the execution or purported execution of the trusts, powers, authorities or discretions vested in it by these presents, provided that in the case of any such delegate the Trustee shall have exercised reasonable care in the selection of such delegate and (ii) against all liabilities, actions, proceedings, costs, claims and demands in respect of any matter or thing properly done or omitted in relation to these presents but shall not be liable to indemnify the Trustee or the Noteholders or Couponholders, as the case may be, against any income tax (or similar taxes) which the Trustee pays or for which the Trustee is liable to account by reason of fees payable in respect of its acting as Trustee pursuance to these presents. (E) All sums payable under sub-clauses (C) and (D) of this Clause shall be payable within 30 days of demand. All sums payable by the relevant Issuer, failing whom the relevant Guarantor(s), under this Clause shall carry interest at a rate equal to two per cent. per annum over the NatWest International Bank Base Rate from time to time from the date 30 days after the date of the same being demanded to the day of payment or (where a demand by the Trustee specifies that payment by the Trustee will be made on an earlier date) from 30 days after such earlier date. If practicable, the Trustee will notify the relevant Issuer, failing which the relevant Guarantor(s), of any expenditure prior to incurring the same but the absence of such notice shall not deprive the Trustee of the right to be reimbursed by the relevant Issuer or the relevant Guarantor(s) to the same extent as the Trustee would be entitled to if prior notification had been given. (F) The relevant Issuer, failing whom the relevant Guarantor(s), shall in addition pay to the Trustee (if so required) an amount equal to the amount of any value added tax or similar tax properly charged in respect of its remuneration hereunder. (G) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any costs, charges, expenses or liabilities incurred under these presents have been incurred or to allocate any such costs, charges, expenses or liabilities between the different Series of Notes. (H) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause 16 shall continue in full force and effect notwithstanding such discharge. (I) All payments to be made by the relevant Issuer, failing whom the relevant Guarantor(s), to the Trustee under these presents shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within any relevant jurisdiction or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Obligor shall pay such additional amount as will, after such deduction or withholding has been made, leave the Trustee with the full amount which would have been received by it had no such withholding or deduction been required. A54371967 25 17 Modifications and Substitution (A) The Trustee may from time to time and at any time without any consent of the Noteholders or the Couponholders (or, as the case may be, the Holders of the Notes or Coupons of any one or more Series) agree with the relevant Issuer (a) to any modification (other than of the provisos to paragraphs 5 and 6 of the Tenth Schedule hereto or any provision of these presents referred to in those provisos) of these presents which in the opinion of the Trustee is not materially prejudicial to the interests of the Holders of the Notes or, as the case may be, the Holders of the Notes of the relevant Series or (b) to any modification of these presents which is of a formal, minor or technical nature or made to correct a manifest error. In addition, the Trustee shall be obliged to concur with the Issuer in effecting any Benchmark Amendment in the circumstances and as otherwise set out in Condition 6(H) without the consent of the Noteholders or Couponholders. Any such modification or any substitution pursuant to sub-clause (B) of this Clause shall be binding on the Noteholders and the Couponholders and, unless the Trustee otherwise agrees, the relevant Issuer shall cause any such modification or substitution to be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 14. (B) The Trustee shall, without the consent of the Noteholders or the Couponholders (or, as the case may be, the Holders of Notes or Coupons of any one or more Series), agree to the substitution (i) in place of the relevant Issuer (or of any previous substitute under this sub-clause (B)) as the principal debtor in respect of the Notes, Certificates the Coupons and these presents of any Group Company (incorporated in any such case in any country in the world) (a “Group Company Substitution”) or (ii) in place of the relevant Issuer as principal debtor or of any of the relevant Guarantor(s) (or any of the previous substitute under this sub-clause (B)) of any successor in business of the relevant Issuer or, as the case may be, any such relevant Guarantor(s) or of any previous substitute hereunder (any substitute under this sub-clause being hereinafter in this sub-clause (B) referred to as the “Substituted Company”) provided that: (i) (a) a trust deed is executed or some other form of undertaking is given by the Substituted Company to the Trustee, in form and manner reasonably satisfactory to the Trustee, agreeing to be bound by the terms of these presents, the Notes, the Certificates and the Coupons, with any consequential amendments which the Trustee may deem appropriate, as fully as if the Substituted Company had been named in these presents and on the Notes, Certificates and the Coupons as the principal debtor in place of any such relevant Issuer (or of any such previous Substituted Company) or, as the case may be, as a guarantor in place of the relevant Guarantor (or of any such previous Substituted Company); (b) the Trustee shall be satisfied that the Substituted Company has obtained all necessary governmental and regulatory approvals and consents necessary for its assumption of the obligations and liability as the principal debtor or, as the case may be, a guarantor under these presents and in respect of the Notes, the Certificates and the Coupons


A54371967 26 in place of the relevant Issuer or any such relevant Guarantor (or of any such previous Substituted Company); (c) in the case of a Group Company Substitution only an unconditional and irrevocable guarantee of (a) UNUS and PLC or, (b) where PLC becomes the principal debtor, UNUS, shall have been given in form and substance satisfactory to the Trustee of the payment of all moneys payable by the Substituted Company under these presents, the Notes, the Certificates and the Coupons; (d) the relevant Issuer and the relevant Guarantor(s) (or, where appropriate, any such previous Substituted Company) and the Substituted Company comply with such other requirements as the Trustee may reasonably direct in the interests of the Holders of the Notes of the relevant Series; (e) if the directors of the Substituted Company (or other officers acceptable to the Trustee) shall certify to the Trustee that it is solvent at the time at which the said substitution is proposed to be effected, the Trustee may rely absolutely on such certificate and shall not be bound to have regard to its financial condition, profits or prospects or to compare the same with those of the relevant Issuer or such relevant Guarantor (or of any previous Substituted Company); and (f) (without prejudice to the generality of sub-paragraphs (a) to (e) inclusive of this paragraph (i)), where the Substituted Company is incorporated, domiciled or resident in, or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, a territory or territories other than the Netherlands, the United Kingdom, the United States or the territory applicable in respect of any previous Substituted Company, undertakings or covenants are given in terms corresponding to the provisions of Condition 9 containing, in substitution for or in addition to (as the case may require) the references to the Netherlands, the United Kingdom, the United States or such territory, as the case may be, references to the territory or territories in which the Substituted Company is incorporated, domiciled or resident or the taxing jurisdiction of which, or of any authority of or in which, the Substituted Company is otherwise subject generally and in the event of any such undertaking or covenant being given the provisions of these presents shall be read and construed accordingly and the provisions of parts (i) to (iv) of Condition 7(b) shall be amended accordingly. (ii) Upon the execution of such documents and compliance with the said requirements: (a) the Substituted Company shall be deemed to be named in these presents and on the Notes, Certificates and the Coupons as principal debtor or, as the case may be, as a guarantor in place of the relevant Issuer or such relevant Guarantor (or of any previous Substituted Company) and these presents and the Notes, Certificates and the Coupons shall thereupon be deemed to be amended in such manner A54371967 27 as expressly specified in any supplement to these presents or, failing which, as shall be necessary to give effect to the substitution and the giving of any guarantee; and (b) in the case of a valid substitution of any of the Issuers (or any such previous Substituted Company), the relevant Issuer (or any such previous Substituted Company) shall be released from any or all of its obligations under these presents and the Notes, Certificates and the Coupons, but without prejudice to the obligations of the relevant Guarantor(s) (or the successor company of any such Guarantor(s)) under the Guarantee or their guarantee; and (y) in the case of the valid substitution of any of the Guarantors (or any such previous Substituted Company), the relevant Guarantor (or any such previous Substituted Company) shall be released from all of its obligations under the Guarantee or such guarantee but without prejudice to the obligations of the remaining Guarantor(s) (or the successor company of any such Guarantor(s)) under the Guarantee or their guarantee. Not later than 15 days after the execution of any such undertaking and guarantee and such other deeds, documents and instruments as aforesaid and compliance with the said requirements of the Trustee, the relevant Issuer or the relevant Guarantor or the previous Substituted Company shall, unless the Trustee agrees otherwise, give notice thereof to the Noteholders in accordance with Condition 14. (iii) In connection with any proposed substitution the Trustee may agree, without consent of the Noteholders (or, as the case may be, the Holders of Notes of the relevant Series) to a change of the law governing the Notes (or, as the case may be, the Notes of the relevant Series) and/or these presents provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Holders of the Notes (or, as the case may be, the Holders of the Notes of the relevant Series). (C) The relevant Issuer and PLC each hereby covenants with the Trustee that, so long as any of the Notes or the Coupons is outstanding, it will not, except where the relevant Issuer or PLC, as the case may be, is the continuing company, merge into, or transfer all or substantially all of its assets or undertaking to, another company (“New Company”) unless, inter alia, a trust deed is executed or some other form of undertaking is given by the New Company in form and manner reasonably satisfactory to the Trustee, agreeing to be bound by the terms of these presents, the Notes and the Coupons, with any consequential amendments which the Trustee may deem appropriate as fully as if the New Company had been named in these presents and on the Notes and the Coupons in place of the relevant Issuer or PLC, as the case may be (or of any previous substitute under this Clause), and the following further conditions apply: (i) the relevant Issuer or PLC, as the case may be (or any previous substitute under this Clause), and the New Company shall comply with such other requirements as the Trustee may reasonably direct in the interests of the Notes of the relevant Series; (ii) where the New Company is incorporated, domiciled or resident in, or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, A54371967 28 a territory or territories other than, in the case of UFN, the Netherlands, in the case of UCC, the United States, in the case of PLC, the United Kingdom or, in the case of any previous substitute under this Clause, the applicable territory, undertakings or covenants shall be given by the New Company in terms corresponding to the provisions of Condition 9 with the substitution for the references to the Netherlands, the United States, the United Kingdom or such territory, as the case may be, of references to the territory or territories in which the New Company is incorporated, domiciled or resident or to whose taxing jurisdiction it is subject generally and in the event of any such undertaking or covenant being given the provisions of these presents shall be read and construed accordingly and the provisions of parts (i) to (iv) of Condition 7(b) shall be amended accordingly; (iii) in the case of the merger of, or transfer by, the relevant Issuer or any previous substitute under this Clause, an unconditional and irrevocable guarantee is given by the relevant Guarantor(s) in form and substance satisfactory to the Trustee of the payment of all moneys payable by the New Company under these presents and the Notes of the relevant Series; and (iv) if the directors of the New Company (or other officers acceptable to the Trustee) shall certify to the Trustee that it is solvent at the time at which the said merger or transfer is proposed to be effected, the Trustee may rely absolutely on such certificate and shall not be bound to have regard to the financial condition, profits or prospects of the New Company or to compare the same with those of the relevant Issuer or PLC, as the case may be (or of any previous substitute under this Clause). Any such trust deed or undertaking shall, if so expressed, operate to release the relevant Issuer or PLC, as the case may be, or any such previous substitute as aforesaid, from all of its obligations under the Notes, the Coupons and these presents. Not later than 15 days after the execution of any such documents as aforesaid and after compliance with the said requirements of the Trustee, the relevant Issuer or PLC, as the case may be, or such previous substitute shall give notice thereof to the Noteholders in accordance with Condition 14. Upon the execution of such documents and compliance with the said requirements the New Company shall be deemed to be named in these presents and on the Notes and the Coupons in place of the relevant Issuer or PLC, as the case may be (or of any previous substitute under this sub-clause), under these presents, the Notes and the Coupons, and these presents, the Notes and the Coupons shall be deemed to be amended in such manner as shall be necessary to give effect to the above provisions and without prejudice to the generality of the foregoing references in these presents, in the Notes or in the Coupons to the relevant Issuer or PLC, as the case may be, or such previous substitute shall, where the context so requires, be deemed to be references to the New Company. (D) In connection with any proposed substitution, merger or transfer as aforesaid, the Trustee shall, without prejudice to the generality of the foregoing, not have regard to the consequences of such substitution, merger or transfer for individual Noteholders of the relevant Series resulting from their being for any purpose domiciled or resident in, otherwise connected with, or subject to the jurisdiction of, any particular territory or any political subdivision thereof. A54371967 29 (E) PLC may, at any time, appoint any Group Company to become an Issuer of Notes in accordance with the following provisions of this sub-clause without the consent of the Noteholders or the Couponholders. Any Group Company that is to become an Issuer shall do so under the terms of a supplemental deed in or substantially in the form set out in the Eighth Schedule or in such other form as may be approved in writing by the Trustee (which shall take effect in accordance with its terms), whereby such Group Company agrees to be bound as an Issuer under these presents and the Paying Agency Agreement. PLC undertakes to use all reasonable efforts to procure that all such acts and things are done as may be necessary or desirable to ensure the due execution and delivery of such supplemental deed by each such Group Company and that each such Group Company becomes bound by such provisions of these presents and the Paying Agency Agreement as are expressed to be assumed by it in such supplemental deed. The Trustee shall be entitled to rely on the legal opinions referred to in such supplemental deed but otherwise shall not be bound to enquire into the financial condition of any such Group Company or to make any investigation into, or to satisfy itself in any way in relation to the valid existence of, any such Group Company, its power or capacity to enter into such supplemental deed or to perform its obligations under these presents or the Paying Agency Agreement, the due authorisation, execution or delivery of such supplemental deed or performance of any such obligations by such Group Company, the obtaining of any necessary consents or authorisations for such execution, delivery or performance, the taking of any action (including any necessary registration or filing) required to ensure the enforceability as against such Group Company of any obligations expressed to be assumed by it under these presents or the Paying Agency Agreement. (F) If (i) the Trustee does not have actual knowledge or express notice that any Event of Default or any event which, with the lapse of time and/or the giving of notice and/or the issue of a certificate, would constitute an Event of Default has occurred and is continuing and (ii) the relevant Issuer has outstanding Notes issued by it, the Substituted Company (which if not an Issuer shall have become an Issuer pursuant to sub-clause (B) of this Clause) shall have assumed the obligations of such Issuer pursuant to sub-clause (B) of this Clause, the Trustee shall forthwith execute and deliver a supplemental deed in or substantially in the form set out in the Ninth Schedule or in such other form as may be approved by the Trustee whereby such Issuer is released from its covenants and other obligations under these presents. 18 Redemption, Purchase and Cancellation (A) All Notes redeemed or purchased by or on behalf of any of the Issuers, the Guarantors or any Group Company together with all unmatured Coupons attached thereto or surrendered therewith, and all Coupons paid in accordance with and in the manner provided in the Conditions, shall be cancelled forthwith by or on behalf of the relevant Issuer save that the purchaser may elect in the case of Notes so purchased to hold or resell such Notes, together with all unmatured Coupons attached thereto. The relevant Issuer shall, within seven days after being so requested in writing by the Trustee, procure that a certificate stating (i) the amounts paid in respect of Notes and Coupons so redeemed or paid and cancelled, (ii) the certificate numbers of Notes so redeemed, purchased and cancelled and (iii) the total number and maturity dates of such cancelled Coupons shall, within such seven


A54371967 30 day period, be given to the Trustee by the Principal Paying Agent or the Registrar, as applicable, provided, other than where such Notes are represented by a NGN or a Global Note held under the NSS, delivery thereof to the Principal Paying Agent or the Registrar has been made by any such purchaser as soon as reasonably practicable after the date of such redemption, purchase and cancellation or payment (as the case may be). In the case of purchase and/or cancellation of a Temporary Global Note which is a NGN, a Permanent Global Note which is a NGN or a Global Note held under the NSS, the relevant Issuer shall procure, in accordance with the terms of the Paying Agency Agreement, that the Principal Paying Agent or the Registrar, as the case may be, instructs the ICSDs to make appropriate entries in their respective records to reflect such purchase and/or cancellation. PLC shall, within seven days after being so requested in writing by the Trustee, deliver a certificate in writing signed by a duly authorised signatory thereof setting out the total numbers and aggregate nominal amount of Notes of each Series which up to and including the date of such certificate are held beneficially at such date by the Issuers, the Guarantors or any Group Company, but which have not been cancelled. Such certificates may be accepted by the Trustee as conclusive evidence of: (a) repayment or discharge pro tanto of the Notes and of payment of Coupons; or (b) beneficial ownership of the relevant Notes by the Issuers, the Guarantors or any Group Company. (B) The relevant Issuer shall procure that there shall be kept a full and complete record of all Notes, Certificates and Coupons (other than certificate numbers of Coupons) and their redemption, payment, purchase and cancellation and of all replacement Notes, Certificates or Coupons issued in substitution for mutilated, lost, stolen or destroyed Notes, Certificates or Coupons and the relevant Issuer shall further procure that such record shall be made available to the Trustee, within seven days after being so requested in writing by the Trustee. 19 Noteholders to be treated as holding all Coupons (A) Wherever in these presents the Trustee is required or entitled to exercise a trust, power, authority or discretion by reference to the interests of the Noteholders or any of the same (or, as the case may be, the Holders of the Notes of the relevant Series or any of the same), the Trustee shall assume that each Noteholder is the Holder of all Coupons appertaining to each Note of such Series of which he is the Holder. (B) Each of the Trustee, the Paying Agents, the relevant Issuer and the relevant Guarantor(s) (whether or not it is overdue and regardless of any notice of ownership or writing thereon, or notice of any previous theft or loss thereof) shall for the purpose of making payments and for all other purposes (save as provided in (ii) below) be entitled to deem and treat: (i) the bearer of any Note in global form or Definitive Note or the relative Coupon; and (ii) in the case of any Notes in global form, for the purpose only of the exercise by the Trustee of all rights, duties, discretions, powers and authorities imposed or conferred on the Trustee which are to be exercised or performed by reference to or in favour of Noteholders but not for any other purpose, A54371967 31 each person for the time being shown in the records of an ICSD or any other relevant clearing system as having a particular nominal amount of any Notes in global form credited to his securities account, as the absolute owner thereof and of all rights thereunder free from encumbrances and shall not be required to obtain proof of such ownership (other than, in the case of any person for the time being so shown in the records of an ICSD or any other relevant clearing system, a certificate or letter of confirmation signed on behalf of an ICSD or the relevant clearing system, or any such certificate or document which may comprise a statement or print-out of electronic records provided by Euroclear’s EUCLID and/or Easy-Way System or Clearstream, Luxembourg’s Cedrom System or any other relevant clearing system) as to the identity of the bearer of any Definitive Notes or Coupon. 20 No notice to Couponholders None of the relevant Issuer, the relevant Guarantor(s), nor the Trustee shall be required to give any notice to the Couponholders for any purpose under these presents and the Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with Condition 14. 21 Trustee may enter into other transactions with PLC or any of its group companies No Trustee and no director or officer of any corporation being a trustee of these presents shall by reason of the fiduciary position of such trustee be in any way precluded from making any contracts or entering into any transactions in the ordinary course of business with PLC or any of its group companies, whether directly or through any other Group Company or associated company, or from accepting the trusteeship of any other debenture stock, debentures or securities of PLC or any of its group companies or any company in which UFN, UCC, PLC or UNUS, as the case may be, is interested and without prejudice to the generality of these provisions it is expressly declared that such contracts and transactions may include any contract or transaction in relation to the placing, underwriting, purchasing, subscribing for or dealing with or lending money upon or making payments in respect of the Notes or any other stock, shares, debenture stock, debentures or other securities of PLC or any of its group companies or any company in which UFN, UCC, PLC or UNUS, as the case may be, is interested or any contract or banking or insurance with PLC or any of its group companies and neither the Trustee nor any such director or officer shall be accountable to the Noteholders or Couponholders or PLC or any of its group companies for any profit, fees, commissions, interest, discounts or share of brokerage earned, arising or resulting from any such contracts or transactions and the Trustee and any such director or officer shall also be at liberty to retain the same for its or his own benefit. 22 Provisions supplemental to the Trustee Act 1925 and the Trustee Act 2000 in favour of the Trustee By way of supplement to the Trustee Act 1925 and the Trustee Act 2000 (the “Trustee Acts”) it is expressly declared as follows: (A) the Trustee may in relation to these presents act on the opinion or advice of or a certificate or any information obtained from any lawyer, banker, valuer, surveyor, A54371967 32 broker, auctioneer, accountant or other expert in the Netherlands, the United Kingdom, the United States or elsewhere (whether obtained by the Trustee, UFN, UCC, PLC, UNUS, any Group Company or any Paying Agent) and shall not be responsible for any loss occasioned by so acting; any such opinion, advice, certificate or information may be sent or obtained by letter or facsimile copy and the Trustee shall not be liable for acting on any opinion, advice, certificate or information purporting to be so conveyed although the same shall contain some error or shall not be authentic; (B) the Trustee shall be at liberty to accept a certificate signed by (i) any Director or other person duly authorised of UFN, UCC or PLC (as the case may be) or (ii) the President, any Vice President or the Treasurer or other person duly authorised of UNUS as to any fact or matter prima facie within the knowledge of UFN, UCC, PLC or, as the case may be, UNUS as sufficient evidence thereof and a like certificate to the effect that any particular dealing or transaction or step or thing is, in the opinion of the person so certifying, expedient as sufficient evidence that it is expedient and the Trustee shall not be bound in any such case to call for further evidence or be responsible for any loss that may be occasioned by its failing so to do; (C) the Trustee shall (save as expressly otherwise provided herein) as regards all the trusts, powers, authorities and discretions vested in it by these presents or by operation of law have absolute and uncontrolled discretion as to the exercise or non- exercise thereof and, provided it shall not have acted fraudulently, the Trustee shall not be responsible for any loss, costs, damages, expenses or inconvenience that may result from the exercise or non-exercise thereof; (D) the Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to such assets of the trust as the Trustee may determine, including for the purpose of depositing with a custodian these presents and all deeds and other documents relating to these presents or the notes of any series, and the Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it hereunder, or be bound to supervise the proceedings or acts of any such person; the Trustee is not obliged to appoint a custodian if the Trustee invests in securities payable to bearer; (E) the Trustee as between itself, the Noteholders and the Couponholders shall have full power to determine all questions and doubts arising in relation to any of the provisions of these presents and every such determination, whether made upon a question actually raised or implied in the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee, the Noteholders and the Couponholders; (F) the Trustee shall not be responsible for acting upon any resolution purporting (i) to have been passed at any meeting of the Noteholders (or, as the case may be, the Noteholders of any Series) in respect whereof minutes have been made and signed or (ii) to be a written resolution or electronic consent made in accordance with the Tenth Schedule, even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for any reason the resolution was not valid or binding upon the Noteholders and/or the relative Couponholders (or, as the case may be, the Noteholders of any Series and the Couponholders (if any)); A54371967 33 (G) the Trustee may, in the conduct of the trust business, instead of acting personally, employ and pay an agent on any terms, whether or not a lawyer or other professional person, to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Trustee (including the receipt and payment of money) and the Trustee shall not be responsible for any misconduct on the part of any person appointed by it hereunder or be bound to supervise the proceedings or acts of any such person; (H) any trustee being a banker, lawyer, broker or other person engaged in any profession or business shall be entitled to charge and be paid all usual professional and other charges for business transacted and acts done by him or his partner or firm on matters arising in connection with the trusts of these presents and also his reasonable and properly incurred charges in addition to disbursements for all other work and business done and all time spent by him or his partner or firm on matters arising in connection with these presents, including matters which might or should have been attended to in person by a trustee not being a banker, lawyer, broker or other professional person; (I) the Trustee shall not be responsible for the receipt or application by the relevant Issuer of the proceeds of the issue of the Notes of any Series, the exchange of any Temporary Global Note for a Permanent Global Note or, as the case may be, Definitive Notes or the exchange of any Permanent Global Note for Definitive Notes or the exchange of any Global Certificates for Individual Certificates or for the delivery of the Definitive Notes to the persons entitled thereto; (J) the Trustee shall not be liable to the relevant Issuer or the relevant Guarantor(s) or any Noteholder or Couponholder by reason of having accepted as valid or not having rejected any Note, Certificate or Coupon purporting to be such and subsequently found to be forged or not authentic; (K) the Trustee shall not (unless ordered so to do by a court of competent jurisdiction) be required to disclose to any Noteholder or Couponholder confidential, financial or other information made available to the Trustee by any Issuer and/or any Guarantor in connection with these presents and no Noteholder or Couponholder shall be entitled to take any action to obtain from the Trustee any such information; (L) where it is necessary or desirable for any purpose in connection with these presents to convert any sum from one currency to another it shall (unless otherwise provided by these presents or required by law) be converted at such rate or rates, in accordance with such method and as at such date for the determination of such rate of exchange, as may be specified by the Trustee in its absolute discretion but having regard to current rates of exchange, if available, and any rate, method and date so specified shall be binding on the relevant Issuer, the relevant Guarantor(s), the Noteholders and the Couponholders; (M) any consent given by the Trustee for the purposes of these presents may be given on such terms and subject to such conditions (if any) as the Trustee thinks fit; (N) whenever in these presents the Trustee is required in connection with any exercise of its powers, trusts, authorities or discretions to have regard to the interests of the Noteholders, (or, as the case may be, the Holders of the Notes of any one or more Series) it shall have regard to the interests of such Noteholders as a class and in particular, but without prejudice to the generality of the foregoing, shall not be obliged


A54371967 34 to have regard to the consequences of such exercise for any individual Noteholder resulting from his or its being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim from the relevant Issuer or the relevant Guarantor(s) any indemnification or payment in respect of any tax consequence of any such exercise upon any individual Noteholder or Couponholder; (O) the Trustee may call for and shall be at liberty to accept and place full reliance on as sufficient evidence thereof and shall not be liable to any Issuer, any Guarantor or any Noteholder or Couponholder by reason only of either having accepted as valid or not having rejected an original certificate or letter of confirmation purporting to be signed on behalf of an ICSD or any other relevant clearing system or any form of record made and verified by either of them to the effect that at any particular time or throughout any particular period any particular person is, was or will be shown in its records as having a particular nominal amount of Notes of a particular Series credited to his securities account; and (P) no provision of the Trust Deed or the Conditions shall require the Trustee to do anything which may in its opinion be illegal or contrary to applicable law or regulation. Provided nevertheless that none of the provisions of these presents shall in any case in which the Trustee has failed to show the degree of care and diligence required of it, having regard to the provisions of these presents conferring on the Trustee any powers, authorities or discretions, relieve or indemnify the Trustee against any liabilities which by virtue of any rule of law would otherwise attach to it in respect of any negligence, default, breach of duty or breach of trust of which it or any of its employees, agents or delegates may be guilty in relation to its duties under these presents. 23 Disapplication Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by these presents. Where there are any inconsistencies between the Trustee Acts and the provisions of these presents, the provisions of these presents shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of this Trust Deed shall constitute a restriction or exclusion for the purposes of that Act. 24 Trustee entitled to assume due performance Except as herein otherwise expressly provided the Trustee shall be and is hereby authorised to assume without enquiry, in the absence of knowledge or express notice to the contrary, that each of the Issuers and the Guarantors is duly performing and observing all the covenants and provisions contained in these presents relating to the Issuers and/or the Guarantors (as the case may be) and on their respective parts to be performed and observed and that no event has happened upon the happening of which any of the Notes of any Series may become repayable. 25 Waiver The Trustee may, without prejudice to its rights in respect of any subsequent breach, condition, event or act, from time to time and at any time, but only if and in so far as in its A54371967 35 opinion the interests of the Noteholders (or, as the case may be, the Holders of Notes of the relevant Series) shall not be materially prejudiced thereby, authorise or waive, on such terms and conditions (if any) as shall seem expedient to it, any proposed breach or breach of any of the covenants or provisions contained in these presents or the Notes or Coupons (or, as the case may be, the Notes of such Series and the relative Coupons) or determine, in relation to any Series, that any condition, event or act which constitutes, or which with the giving of notice and/or the lapse of time and/or the issue of a certificate would constitute, but for such determination, an Event of Default for the purposes of these presents shall not do so provided always that the Trustee shall not exercise any powers conferred upon it by this Clause in respect of the Notes of any Series in contravention of any express direction by an Extraordinary Resolution of the Notes of such Series then outstanding (but so that no such direction or request shall affect any authorisation, waiver or determination previously given or made). Any such waiver, authorisation or determination shall be binding on the Noteholders and the Couponholders (or, as the case may be, the Holders of the Notes and Coupons of such Series) and if, but only if, the Trustee shall so require, shall be notified by the relevant Issuer to the Noteholders (or, as the case may be, the Holders of Notes of such Series) in accordance with Condition 14 as soon as practicable thereafter. 26 Power to delegate The Trustee may, in the execution and exercise of all or any of the trusts, powers, authorities and discretions vested in it by these presents, act by responsible officers or a responsible officer for the time being of the Trustee and the Trustee may also whenever it thinks fit, whether by power of attorney or otherwise, delegate to any person or persons all or any of the trusts, powers, authorities and discretions vested in it by these presents and any such delegation may be made upon such terms and conditions and subject to such regulations (including power to sub-delegate) as the Trustee may think fit in the interests of the Noteholders (or, as the case may be, the Holders of Notes of any one or more Series) and provided that the Trustee shall have exercised reasonable care in the selection of such delegate and subject to the proviso in Clause 22, it shall not be bound to supervise the proceedings and shall not in any way or to any extent be responsible for any loss incurred by any misconduct or default on the part of such delegate or sub-delegate. The Trustee shall give prompt notice to the relevant Issuer of the appointment of any delegate as aforesaid and shall procure that any delegate shall also give prompt notice to the relevant Issuer or any sub-delegate. 27 Competence of a majority of Trustees Whenever there shall be more than two trustees hereof the majority of such trustees shall (provided such majority includes a trust corporation) be competent to execute and exercise all the trusts, powers, authorities and discretions vested by these presents in the Trustee generally. 28 Appointment of New Trustees (A) The power of appointing new trustees shall be vested in the Issuers but, subject to sub-clause (B) of this Clause, no person shall be appointed as Trustee in relation to any Series who shall not previously have been approved by an Extraordinary Resolution of the Holders of Notes of that Series. A trust corporation may be appointed sole trustee of the presents but subject thereto there shall be at least two trustees of these presents one at least of which shall be a trust corporation. Any A54371967 36 appointment of a new trustee hereof shall as soon as practicable thereafter be notified by the Issuers to the Paying Agents and to the Noteholders. The Noteholders shall together have the power, exercisable by Extraordinary Resolution, to remove any trustee or trustees for the time being of these presents. The removal of any trustee shall not become effective unless there remains a trustee of these presents (being a trust corporation) in office after such removal. (B) Notwithstanding the provisions of sub-clause (A) of this Clause, the Trustee may, upon giving prior notice to but without the consent of the Issuers or the Guarantors or the Noteholders or Couponholders (or, as the case may be, the Holders of Notes or Coupons of any one or more Series), appoint any person established or resident in any jurisdiction (whether a trust corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee (i) if the Trustee considers such appointment to be in the interests of the Holders of the Notes of the relevant Series or (ii) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts are to be performed. The Issuers hereby irrevocably appoint the Trustee to be their attorney in their name and on their behalf to execute any such instrument of appointment. Such person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presents) and such duties and obligations as shall be conferred on or imposed by the instrument of appointment (which shall include all relevant obligations which are imposed on the Trustee). The Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as costs, charges and expenses incurred by the Trustee. 29 Retirement of Trustees (A) Any Trustee for the time being of these presents may retire at any time upon giving not less than three months’ notice in writing to each Issuer and each Guarantor without assigning any reason and without being responsible for any costs occasioned by such retirement. The retirement of any Trustee shall not become effective unless there remains a trustee of the presents (being a trust corporation) in office after such retirement. Each of the Issuers covenants that in the event of a trustee giving such notice under this Clause it shall use its best endeavours to procure a new trustee to be appointed. (B) Where there are outstanding separate Series of Notes constituted by this Deed the powers conferred upon the Issuers and the Guarantors, the Noteholders and the Trustee by Clause 28 and sub-clause (A) of this Clause 29 shall, at the discretion of the person exercising such power, be capable of being exercised, and shall be effective where so expressed to be exercised, to enable a new trustee to be appointed, a trustee to be removed, a trustee to retire and a separate trustee or co- trustee to be appointed separately in relation to each such separate Series of Notes as aforesaid, and “Trustee” as used in this Deed shall be construed accordingly. In the event of the foregoing provisions of this sub-clause (B) resulting in there being more than one Trustee at any one time, executed originals of this Deed and all other original documentation shall be held by or to the order of The Law Debenture Trust A54371967 37 Corporation p.l.c. if still trustee of any of the said separate Series of the Notes, or by such one of the trustees as the Issuers or Guarantors may, subject to any contrary direction of the Noteholders of the relevant Series by Extraordinary Resolution, from time to time designate. 30 Powers of the Trustee are additional The powers conferred by these presents upon the Trustee shall be in addition to any powers which may from time to time be vested in it by general law or as the Holder of any of the Notes or Coupons. 31 Currency Indemnity (A) If a judgment or order is rendered by a court of any particular jurisdiction for the payment of any amounts owing to the Trustee or any of the Noteholders or, as the case may be, Couponholders under these presents or any of the Notes or Coupons or under a judgment or order of a court of any other jurisdiction in respect thereof or for the payment of damages in respect of either thereof and any such judgment or order is expressed in a currency (in this Clause referred to as the “Judgment Currency”) other than the currency in which such amounts are so owing (the “relevant currency”) and the Trustee or the Noteholders or, as the case may be, Couponholders do not have an option to have such judgment or order of such court expressed in the relevant currency, the relevant Issuer (failing which the relevant Guarantor(s)) shall be liable, as a separate and independent obligation, to indemnify and hold the Trustee and the Noteholders and Couponholders harmless against any deficiency arising or resulting from any variation between (1) the rate of exchange applied in converting any amount expressed in the relevant currency into the Judgment Currency for the purposes of such judgment or order and (2) the rate of exchange of the Judgment Currency for the relevant currency as at the date or dates of discharge of the said judgment or order. (B) If as a result of any judgment expressed in a Judgment Currency as is referred to in sub-clause (A) of this Clause and a variation in rates of exchange as therein mentioned the amount received by the Trustee, if converted on the date of payment into the relevant currency, would yield a sum in excess of the sum (expressed in the relevant currency) due to the Trustee, the Trustee shall hold such excess to the order of the relevant Issuer. 32 Notices Any notice or demand to any Issuer, or any Guarantor or the Trustee or any approval or certificate of the Trustee required to be given, made or served for any purpose of these presents shall be given, made or served by sending the same by pre-paid post (first-class if inland, airmail if overseas), electronic communication or by delivering the same by hand as follows: if to Unilever Finance Netherlands B.V.: Address: Weena 455 3013 AL Rotterdam the Netherlands


A54371967 38 Tel: +31 10 217 4000 Email: emily.craske@unilever.com and rebecca.rigby@unilever.com Attention: Company Secretarial Department if to Unilever PLC: Address: Unilever House 100 Victoria Embankment London EC4Y 0DY Tel: +44 20 7822 5252 Email: emily.craske@unilever.com and rebecca.rigby@unilever.com Attention: Group Secretary if to Unilever Capital Corporation: Address: 700 Sylvan Avenue Englewood Cliffs New Jersey 07632 United States of America Tel: +1 855 983 7830 Email: natalia.cavaliere@unilever.com, david.schwartz@unilever.com, legalnotices.us@unilever.com Attention: Corporate & Transactions Team if to Unilever United States, Inc.: Address: 700 Sylvan Avenue Englewood Cliffs New Jersey 07632 United States of America Tel: +1 885 983-7830 Email: natalia.cavaliere@unilever.com, david.schwartz@unilever.com, legalnotices.us@unilever.com Attention: Corporate & Transactions Team A54371967 39 if to the Trustee to: Address: Eighth Floor 100 Bishopsgate London EC2N 4AG Email: trust.solutions@lawdeb.com Attention: The Manager, Commercial Trusts (ref: 6671) or at such other address as shall have been notified (in accordance with this Clause) by the party in question to the other parties hereto for the purposes of this Clause and any notice sent by post as provided in this Clause shall be deemed to have been given, made or served 48 hours (in the case of inland post) or 14 days (in the case of overseas post) after despatch, (if in writing) when delivered and (if by electronic communication) when the relevant receipt of such communication being read is given, or where no read receipt is requested by the sender, at the time of sending, provided that no delivery failure notification is received by the sender within 24 hours of sending such communication. A notice given under this Trust Deed but received on a day which is not a Business Day (as defined in the Sixth Schedule to this Trust Deed) or after 5.00 p.m. on a Business Day in the place of receipt will only be deemed to be given on the next Business Day in that place. In the case of a notice or demand to any Issuer, a copy of such notice or demand shall, in addition, be given, made or served hereunder to each of the Guarantors. 33 Contracts (Rights of Third Parties) Act 1999 The parties to this Trust Deed do not intend that any term of this Trust Deed should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Trust Deed. 34 Governing Law These presents, the Notes and the Coupons, and any non-contractual obligations arising out of or in connection with them, shall be governed by, and construed in accordance with, English law and, in relation to all claims arising hereunder, whether contractual or non-contractual, UFN, UCC and UNUS severally agree that the courts of England are to have jurisdiction to settle any such claim and that accordingly any suit, action or proceedings arising hereunder (together referred to as “Proceedings”) may be brought in such courts. Nothing contained in this Clause shall limit any right to take Proceedings against UFN, UCC, UNUS or PLC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. Each of UFN, UCC and UNUS irrevocably agrees that any Proceedings in England or any demand or any notice in respect of Notes may be made or served on it by the same being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 for the time being of PLC (or at such other office as it may have notified in writing to the Trustee and as the Trustee shall from time to time have approved) and marked for the attention of the Group Secretary of PLC or such other official of PLC as UFN, UCC or, as the case may be UNUS may have notified in writing to the Trustee and the Trustee shall from time to time have approved. A54371967 40 In witness whereof this Trust Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written. A54371967 41 The First Schedule Form of Temporary Global Note Series Number: [●] Serial Number: [●] [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]1 THIS GLOBAL NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED HEREIN HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] [(incorporated with limited liability under the laws of the Netherlands, whose corporate seat is in Rotterdam, the Netherlands)][(incorporated with limited liability under the laws of the state of Delaware)][(incorporated with limited liability under the laws of England)] TEMPORARY GLOBAL NOTE representing up to [Aggregate principal amount of Series] [Title of Notes] irrevocably and unconditionally guaranteed by [UNILEVER PLC][UNILEVER UNITED STATES, INC.] [(incorporated with limited liability under the laws of England)][(incorporated with limited liability under the laws of the state of Delaware)] This Temporary Global Note is issued in respect of [principal amount of Temporary Global Note] in principal amount of an issue of [aggregate principal amount of Series] in aggregate principal amount of [title of Notes] (the “Notes”) by [name of Issuer] (the “Issuer”) and has the benefit of the guarantee of [●] (the “Guarantor[s]”) contained in the Trust Deed as defined below. The Notes are constituted by a trust deed dated 22 July 1994 (the “Trust Deed”, which expression shall include any amendments or supplements thereto) made between the Issuer and the other parties named therein as issuers, the Guarantor[s] and the other parties named therein as guarantors and The Law Debenture Trust Corporation p.l.c. (the “Trustee”, which expression shall include any successor to The Law Debenture Trust Corporation p.l.c. in its capacity as such for the holders of Notes from time to time). The Issuer for value received promises, all in accordance with the Conditions (as defined in the Trust Deed) and the final terms or the pricing supplement (as applicable) (the “Final Terms”) prepared in relation to the Notes to pay to the bearer upon surrender hereof on [maturity date] or on such earlier 1 Include bracketed language on all Notes with maturities of more than 365 days.


A54371967 42 date as the same may become payable in accordance therewith the principal sum of [denomination in words and numerals] or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on such principal amount at the rate or rates specified therein] all subject to and in accordance with the Conditions. If the applicable Final Terms indicates that this Temporary Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Temporary Global Note shall be aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV and Clearstream Banking S.A. (together, the “ICSDs”). The records of the ICSDs (which expression in this Temporary Global Note means the records that each ICSD holds for its customers which reflect the amount of such customers’ interests in the Notes represented by this Temporary Global Note) shall be conclusive evidence of the nominal amount of Notes represented by this Temporary Global Note and, for these purposes, a statement issued by an ICSD stating the nominal amount of Notes represented by this Temporary Global Note at any time shall be conclusive evidence of the records of such ICSD at that time. If the applicable Final Terms indicates that this Temporary Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Temporary Global Note shall be the amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in the Schedule hereto. Except as specified herein, the bearer of this Temporary Global Note is entitled to the benefit of the same obligations on the part of the Issuer as if such bearer were the bearer of the Notes represented hereby, and all payments under and to the bearer of this Temporary Global Note shall be valid and effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. On or after the date (the “Exchange Date”) which is 40 days after the original issue date of the Notes, upon notice being given to the Principal Paying Agent, not earlier than the Exchange Date in substantially the form set out in Annex 1 hereto, by an ICSD acting on the instructions of any holder of an interest in this Temporary Global Note, this Temporary Global Note is exchangeable in whole or in part for, as specified in the applicable Final Terms, either (a) either, if the applicable Final Terms indicates that this Temporary Global Note is intended to be a New Global Note, interests recorded in the records of the ICSDs in a Permanent Global Note or, if the applicable Final Terms indicated this Temporary Global Note is not intended to be a New Global Note, a permanent global note (the “Permanent Global Note”) representing the Notes and in substantially the form (subject to completion) set out in the Second Schedule to the Trust Deed or (b) definitive notes (“Definitive Notes”) in substantially the form (subject to completion) set out in the Third Schedule to the Trust Deed. On an exchange of the whole of this Temporary Global Note, this Temporary Global Note shall be surrendered to or to the order of Deutsche Bank AG, London Branch as principal paying agent (the “Principal Paying Agent”, which expression shall include any successor to Deutsche Bank AG, London Branch in its capacity as such at its specified office in relation to the Notes). The Issuer shall procure that: (a) if the applicable Final Terms indicates that this Temporary Global Note is intended to be a New Global Note and this Temporary Global Note is to be exchanged for a Permanent Global Note, on an exchange of the whole or part only of this Temporary Global Note, details of such exchange shall be entered pro rata in the records of the ICSDs such that the nominal amount of Notes represented by this Temporary Global Note shall be reduced by the nominal amount of this Temporary Global Note so exchanged; or A54371967 43 (b) if the applicable Final Terms indicates that this Temporary Global Note is not intended to be a New Global Note or if the applicable Final Terms indicate that this Temporary Global Note is intended to be a New Global Note and this Temporary Global Note is to be exchanged for Definitive Notes, on an exchange of part only of this Temporary Global Note details of such exchange shall be entered by or on behalf of the Issuer in the Schedule hereto, whereupon the nominal amount of this Temporary Global Note and the Notes represented by this Temporary Global Note shall be reduced by the nominal amount of this Temporary Global Note so exchanged. On any exchange of this Temporary Global Note for a Permanent Global Note, details of such exchange shall be entered by or on behalf of the Issuer in the Schedule to the Permanent Global Note. If interests in a Temporary Global Note are exchanged for a Permanent Global Note as provided above, interests in such Permanent Global Note may thereafter be exchanged for Definitive Notes, as provided above. [Payments of interest otherwise falling due before the Exchange Date will be made only: (a) upon presentation of the Temporary Global Note to the Principal Paying Agent at its specified office in relation to the Notes provided that no such presentation shall be required if the applicable Final Terms indicates that this Temporary Global Note is intended to be a New Global Note; and (b) upon or to the extent of delivery to the Principal Paying Agent of a certificate or certificates issued by Euroclear Bank SA/NV or Clearstream Banking S.A. or the operator of any other relevant clearing system and dated not earlier than the relevant interest payment date in substantially the form set out in Annex II hereto.] [On any occasion on which a payment of interest is made in respect of this Temporary Global Note, the Issuer shall procure that either: (a) if the applicable Final Terms indicates that this Temporary Global Note is intended to be a New Global Note, details of such payment shall be entered in the records of the ICSDs; or (b) if the applicable Final Terms indicate that this Temporary Global Note is not intended to be a New Global Note, the same is noted on the Schedule hereto.] On any occasion on which a payment of principal or redemption amount is made in respect of this Temporary Global Note or on which Notes represented by this Temporary Global Note are to be cancelled, the Issuer shall procure that: (a) if the applicable Final Terms indicates that this Temporary Global Note is intended to be a New Global Note, details of such payment, redemption or cancellation (as the case may be) shall be entered pro rata in the records of the ICSDs and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the ICSDs and represented by this Temporary Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed and cancelled or by the aggregate amount of the Notes in respect of which such payment is made (or, in the case of partial payment, the corresponding part thereof); and (b) if the applicable Final Terms indicates that this Temporary Global Note is not intended to be a New Global Note, (i) the aggregate principal amount of the Notes in respect of which such payment is made (or, in the case of a partial payment, the corresponding part thereof) or which are delivered in definitive form or which are to be cancelled and (ii) the remaining principal amount of this Temporary Global Note (which shall be the previous principal amount A54371967 44 hereof less the amount referred to at (i) above) are noted on the Schedule hereto, whereupon the principal amount of this Temporary Global Note shall for all purposes be as most recently so noted. Payments due in respect of Notes for the time being represented by this Temporary Global Note shall be made to the bearer of this Temporary Global Note and each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge. This Temporary Global Note, and any non-contractual obligations arising out of or in connection with it, is governed by, and will be construed in accordance with, English law. [The Issuer has, in the Trust Deed, agreed, for the benefit of the Trustee and the Holders of the Notes that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings which may arise out of or in connection with the Trust Deed or the Notes (including a claim or dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed or the Notes) (“Proceedings”) and, for such purposes, irrevocably submitted to the jurisdiction of such courts. The Issuer has, in the Trust Deed, agreed that the process by which any Proceedings in England are begun may be served on it by being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 of the Trust Deed of Unilever PLC. Nothing contained herein or in the Trust Deed shall affect the right to serve process in any other manner permitted by law. The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Trustee or Holders of the Notes or any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law preclude the taking of proceedings in any other jurisdiction.]2 This Temporary Global Note shall not be valid for any purpose until authenticated for and on behalf of Deutsche Bank AG, London Branch as Principal Paying Agent and, if the applicable Final Terms indicate that this Temporary Global Note is intended to be a New Global Note (i) which is intended to be held in a manner which would allow Eurosystem eligibility or (ii) in respect of which the Issuer has notified the Principal Paying Agent that effectuation is to be applicable, effectuated by the entity appointed as common safekeeper by the ICSDs. As witness the manual signature of a duly authorised officer on behalf of the Issuer. [Name of Issuer] By [manual signature] (duly authorised) Name: Title: ISSUED in London as of [●] [●] 2 Insert where Issuer is not incorporated in England and Wales. A54371967 45 AUTHENTICATED for and on behalf of DEUTSCHE BANK AG, LONDON BRANCH as Principal Paying Agent without recourse, warranty or liability By [manual signature] (duly authorised) Name: Title: [EFFECTUATED without recourse, warranty or liability by By as common safekeeper [manual signature]3 Name: Title: 3 Effectuation is only required if this Temporary Global Note is a New Global Note (i) which is intended to be a Eurosystem- eligible New Global Note, as specified in the applicable Final Terms or (ii) in respect of which the Issuer has instructed the Principal Paying Agent that effectuation is to be applicable.


A54371967 46 The Schedule4 Payments, Delivery of Definitive Notes, Exchange for Permanent Global Note and Cancellation of Notes Date of payment, delivery or cancellation Amount of interest then paid Amount of principal or, as the case may be, redemption amount then paid Aggregate principal amount of Definitive then delivered Aggregate principal amount of this Temporary Global Note then exchanged for the Permanent Global Note Aggregate principal amount of Note then cancelled Remaining principal amount of this Temporary Global Note Authorised Signatory 4 This Schedule should only be completed where the applicable Final Terms indicates that this Temporary Global Note is not intended to be a New Global Note. A54371967 47 Annex I [Form of certificate to be given in relation to exchanges of this Temporary Global Note for the Permanent Global Note or Definitive Notes:] [Name of Issuer] [Aggregate principal amount and title of Notes] This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “Member Organisations”) substantially to the effect set forth in the Trust Deed dated 22 July 1994 as amended, restated or supplemented from time to time, as of the date hereof [●] principal amount of the above-captioned Securities (i) is owned by persons that are not (a) citizens or residents of the United States, (b) domestic partnerships, (c) domestic corporations or other entities taxable as corporations, (d) estates, the income of which is subject to United States federal income taxation regardless of its source, or (e) trusts if they (x) are subject to the primary supervision of a court within the United States and one or more “United States persons” within the meaning of the Internal Revenue Code of 1986, as amended, have the authority to control all of each such trust’s substantial decisions or (y) have made a valid election under applicable Treasury Regulations to be treated as domestic trusts (“United States persons”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (“financial institutions”)) purchasing for their own account or for resale, or (b) acquired the Securities through and are holding through on the date hereof (as such terms “acquired through” and “holding through” are described in U.S. Treasury Regulations Section 1.163- 5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the issuer or the issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), or (iv) is beneficially owned either by non-U.S. persons or U.S. persons who purchased such securities in a transaction that did not require registration under the U.S. Securities Act of 1933 (the “Securities Act”) (terms used in this clause (iv) shall have the meanings assigned to them in Regulation S under the Securities Act) or state securities laws, and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i), (ii) or (iv)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. We further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary global security excepted in such certifications and (ii) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as at the date hereof. As used herein, “United States” means the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. A54371967 48 We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings. Dated: 5[●] [Euroclear Bank SA/NV/ Clearstream Banking S.A.] By [authorised signature] Name: Title: 5 To be dated not earlier than the Exchange Date. A54371967 49 Annex II [Form of certificate to be given in relation to payments of interest falling due before the Exchange Date:] [Name of Issuer] [Aggregate principal amount and title of Notes] This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “Member Organisations”) substantially to the effect set forth in the Trust Deed dated 22 July 1994, as of the date hereof [●] principal amount of the above-captioned Securities (i) is owned by persons that are not (a) citizens or residents of the United States, (b) domestic partnerships, (c) domestic corporations or other entities taxable as corporations, (d) estates, the income of which is subject to United States federal income taxation regardless of its source, or (e) trusts if they (x) are subject to the primary supervision of a court within the United States and one or more “United States persons” within the meaning of the Internal Revenue Code of 1986, as amended, have the authority to control all of each such trust’s substantial decisions or (y) have made a valid election under applicable Treasury Regulations to be treated as domestic trust (“United States persons”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (“financial institutions”)) purchasing for their own account or for resale, or (b) acquired the Securities through and are holding through on the date hereof (as such terms “acquired through” and “holding through” and described in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the issuer or the issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163- 5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. As used herein, “United States” means the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. We further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary global security excepted in such certifications and (ii) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as at the date hereof. We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings.


A54371967 50 Dated: 6[●] [Euroclear Bank SA/NV/ Clearstream Banking S.A.] By [authorised signature] Name: Title: 6 To be dated not earlier than the relevant interest payment date. A54371967 51 Annex III [Form of account-holder’s certification referred to in preceding certificates:] [Name of Issuer] [Aggregate principal amount and title of Notes] This is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by persons that are not (a) citizens or residents of the United States, (b) domestic partnerships, (c) domestic corporations or other entities taxable as corporations, (d) estates, the income of which is subject to United States federal income taxation regardless of its source, or (e) trusts if they (x) are subject to the primary supervision of a court within the United States and one or more “United States persons” within the meaning of the Internal Revenue Code of 1986, as amended, have the authority to control all of each such trust’s substantial decisions or (y) have made a valid election under applicable Treasury Regulations to be treated as domestic trust (“United States persons”), (ii) are owned by United States person(s) that (a) are foreign branches of a United States financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (“financial institutions”)) purchasing for their own account or for resale, or (b) acquired the Securities through and are holding through on the date hereof (as such terms “acquired through” and “holding through” are described in U.S. Treasury Regulations Section 1.163- 5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the issuer or the issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)) this is further to certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. As used herein, “United States” means the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Securities held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date. This certification excepts and does not relate to [●] of such interest in the above Securities in respect of which we are not able to certify and as to which we understand exchange and delivery of definitive Securities (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify. We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings. A54371967 52 Dated: 7[●] [Account-holder] as or as agent for the beneficial owner of the Notes. By [authorised signature] Name: Title: 7 To be dated not earlier than 15 days before the Exchange Date or, as the case may be, the relevant interest payment date. A54371967 53 The Second Schedule Form of Permanent Global Note Series Number: [●] Serial Number: [●] [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]1 THIS GLOBAL NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED HEREIN HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 1 Include bracketed language on all Notes will maturities of more than 365 days.


A54371967 54 [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] [(incorporated with limited liability under the laws of the Netherlands, whose corporate seat is in Rotterdam, the Netherlands)][(incorporated with limited liability under the laws of the state of Delaware)][(incorporated with limited liability under the laws of England)] PERMANENT GLOBAL NOTE in respect of [principal amount of Global Note] representing up to [Aggregate principal amount of Series] [Title of Notes] unconditionally and irrevocably guaranteed by [UNILEVER PLC][UNILEVER UNITED STATES, INC.] [(incorporated with limited liability under the laws of England)][(incorporated with limited liability under the laws of the state of Delaware)] This Permanent Global Note is issued in respect of [principal amount of Permanent Global Note] in principal amount of an issue of [aggregate principal amount of Series] in aggregate principal amount of [title of Notes] (the “Notes”) by [NAME OF ISSUER] (the “Issuer”) and has the benefit of the guarantee (the “Guarantee”) of [●] (the “Guarantor[s]”) contained in the Trust Deed as defined below. The Notes are constituted by a trust deed dated 22 July 1994 (the “Trust Deed”, which expression shall include any amendments or supplements thereto) made between the Issuer and the other parties named therein as issuers, the Guarantor[s] and the other parties named therein as guarantors and The Law Debenture Trust Corporation p.l.c. as trustee (the “Trustee”, which expression shall include any successor to The Law Debenture Trust Corporation p.l.c. in its capacity as such for the holders of the Notes from time to time). The Issuer for value received promises, all in accordance with the Conditions (as defined in the Trust Deed) of the Notes and the final terms or the pricing supplement (as applicable) (the “Final Terms”) prepared in relation to the Notes, to pay to the bearer upon surrender hereof on [maturity date] or on such earlier date as the same may become payable in accordance therewith the principal sum of [denomination in words and numeral] or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on such principal amount at the rate or rates specified therein], all subject to and in accordance with the Conditions. If the applicable Final Terms indicates that this Permanent Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this New Global Note shall be aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV and Clearstream Banking S.A. (together, the “ICSDs”). The records of the ICSDs (which expression in this Permanent Global Note means the records that each ICSD holds for its customers which reflect the amount of such customers’ interests in the Notes represented by this Permanent Global Note) shall be conclusive evidence of the nominal amount of Notes represented by this Permanent Global Note and, for these purposes, a statement issued by an ICSD stating the nominal amount of Notes represented by this Permanent Global Note at any time shall be conclusive evidence of the records of such ICSD at that time. If the applicable Final Terms indicates that this Permanent Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Permanent Global Note shall be A54371967 55 the amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in the Schedule hereto. The bearer of this Permanent Global Note is entitled to the benefit of the same obligations on the part of the Issuer as if such bearer were the bearer of the Notes represented hereby, and all payments under and to the bearer of this Permanent Global Note shall be valid and effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. If so specified in the applicable Final Terms, this Permanent Global Note is exchangeable in whole (but not in part only) for definitive Notes (“Definitive Notes”) in substantially the form (subject to completion) set out in the Third Schedule to the Trust Deed upon the exercise of the relevant option by the bearer hereof and, unless otherwise specified in the applicable Final Terms, at the cost of the Issuer. In order to exercise such option, the bearer hereof must, not less than forty-five days before the date upon which the delivery of such Definitive Notes is required, deposit this Permanent Global Note with Deutsche Bank AG, London Branch as principal paying agent (the “Principal Paying Agent”), which expression shall include any successor to Deutsche Bank AG, London Branch in its capacity as such) at its specified office with the form of exchange endorsed hereon duly completed. This Permanent Global Note will, in any event, be exchangeable in whole, but not in part, (at the cost of the Issuer) for Definitive Notes if: (i) Closure of clearing systems: Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking S.A. (“Clearstream Luxembourg”) or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; (ii) Default: any of the circumstances described in Condition 10A occur and the Notes become due and payable; or (iii) Upon withholding or deduction: if the Trustee is satisfied that, on the occasion of the next payment due in respect of the Notes of the relevant Series, the Issuer or any of the Paying Agents would be required to make any deduction or withholding from any payment in respect of such Notes which would not be required were such Notes in definitive form. [On any occasion on which a payment of interest is made in respect of this Permanent Global Note, the Issuer shall procure that either: (a) if the applicable Final Terms indicates that this Permanent Global Note is intended to be a New Global Note, details of such payment shall be entered in the records of the ICSDs; or (b) if the applicable Final Terms indicates that this Permanent Global Note is not intended to be a New Global Note, the same is noted on the Schedule hereto.] On any occasion on which a payment of principal or redemption amount is made in respect of this Permanent Global Note or on which this Permanent Global Note is exchanged as aforesaid or on which any Notes represented by this Permanent Global Note are to be cancelled, the Issuer shall procure that: (a) if the applicable Final Terms indicates that this Permanent Global Note is intended to be a New Global Note, details of such payment, redemption, exchange or cancellation (as the case may be) shall be entered pro rata in the records of the ICSDs and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the ICSDs and represented by this Permanent Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed and cancelled or by the aggregate amount of the Notes A54371967 56 in respect of which such payment is made (or, in the case of a partial payment, the corresponding part thereof); and (b) if the applicable Final Terms indicates that this Permanent Global Note is not intended to be a New Global Note, (i) the aggregate principal amount of the Notes in respect of which such payment is made (or, in the case of a partial payment, the corresponding part thereof) or which are delivered in definitive form or which are to be cancelled and (ii) the remaining principal amount of this Permanent Global Note (which shall be the previous principal amount hereof less the amount referred to at (i) above) are noted on the Schedule hereto, whereupon the principal amount of this Permanent Global Note shall for all purposes be as most recently so noted. Payments due in respect of Notes for the time being represented by this Permanent Global Note shall be made to the bearer of this Permanent Global Note and each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge. Insofar as the Temporary Global Note by which the Notes were initially represented has been exchanged in part only for this Permanent Global Note and is then to be further exchanged as to the remaining principal amount or part thereof for this Permanent Global Note, then upon presentation of this Permanent Global Note to the Principal Paying Agent at its specified office in relation to the Notes and to the extent that the aggregate principal amount of such Temporary Global Note is then reduced by reason of such further exchange, the Issuer shall procure that: (a) if the applicable Final Terms indicates that this Permanent Global Note is intended to be a New Global Note, details of such exchange shall be entered in the records of the ICSDs; or (b) if the applicable Final Terms indicates that this Permanent Global Note is not intended to be a New Global Note, details of such exchange shall be entered by or on behalf of the Issuer in the Schedule hereto. Upon any such exchange, the nominal amount of the Notes represented by this Permanent Global Note shall be increased by the nominal amount of the Notes so exchanged. This Permanent Global Note, and any non-contractual obligations arising out of or in connection with it, is governed by, and will be construed in accordance with, English law. [The Issuer has, in the Trust Deed, agreed for the benefit of the Trustee and the Holders of the Notes that the courts of England shall have jurisdiction to hear and determine any suit, action, proceedings which may arise out of or in connection with the Trust Deed or the Notes (including a claim or dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed or the Notes) (“Proceedings”) and, for such purposes, irrevocably submitted to the jurisdiction of such courts. The Issuer has, in the Trust Deed, agreed that the process by which any Proceedings in England are begun may be served on it by being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 of the Trust Deed for the time being of Unilever PLC. Nothing contained herein or in the Trust Deed shall affect the right to serve process in any other manner permitted by law. The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Trustee or the holders of the Notes or any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.]2 2 Insert where Issuer is not incorporated in England or Wales. A54371967 57 This Permanent Global Note shall not be valid for any purpose until authenticated for and on behalf of Deutsche Bank AG, London Branch as Principal Paying Agent and, if the applicable Final Terms indicate that this Permanent Global Note is intended to be a New Global Note (i) which is intended to be held in a manner which would allow Eurosystem eligibility or (ii) in respect of which the Issuer has notified the Principal Paying Agent that effectuation is to be applicable, effectuated by the entity appointed as common safekeeper by the ICSDs. AS WITNESS the manual signature of a duly authorised officer on behalf of the Issuer. [NAME OF ISSUER] By [manual signature] (duly authorised) Name: Title: ISSUED in London as of [●] [●]


A54371967 58 AUTHENTICATED for and on behalf of DEUTSCHE BANK AG, LONDON BRANCH as Principal Paying Agent without recourse, warranty or liability By [manual signature] (duly authorised) Name: Title: [EFFECTUATED without recourse, warranty or liability by By as common safekeeper [manual signature]3 Name: Title: 3 Effectuation is only required if this Permanent Global Note is a New Global Note (i) which is intended to be a Eurosystem- eligible New Global Note, as specified in the applicable Final Terms or (ii) in respect of which the Issuer has instructed the Principal Paying Agent that effectuation is to be applicable. A54371967 59 Exchange Notice ……...................., being the bearer of this Permanent Global Note at the time of its deposit with the Principal Paying Agent at its specified office for the purposes of the Notes, hereby exercises the option to have this Permanent Global Note exchanged in whole for Notes in definitive form and directs that such Notes in definitive form be made available for collection by it from the Principal Paying Agent’s specified office. By (duly authorised) Name: Title: A54371967 60 The Schedule4 Payments, Delivery of Definitive Notes, further exchanges of the Temporary Global Note and Cancellation of Notes Date of payment, delivery, further exchange of Temporary Global Note or cancellation Amount of interest then paid Amount of principal or, as the case may be, redemption amount then paid Aggregate principal amount of Definitive then delivered Aggregate principal amount of further exchanges of Temporary Global Note Current principal amount of this Permanent Global Note Authorised Signatures 4 The Schedule should only be completed where the applicable Final Terms indicates that this Global Note is not intended to be a New Global Note. A54371967 61 The Third Schedule Form of Definitive Note Part A [On the face of the Notes:] [Denomination] [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]12 THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED HEREIN HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] [(incorporated with limited liability under the laws of the Netherlands, whose corporate seat is in Rotterdam, the Netherlands)][(incorporated with limited liability under the laws of the state of Delaware)][(incorporated with limited liability under the laws of England)] [Aggregate principal amount of Series] [Title of Notes] unconditionally and irrevocably guaranteed by [UNILEVER PLC AND UNILEVER UNITED STATES, INC. on a joint and several basis /UNILEVER UNITED STATES, INC.] This [title of Notes] forms one of a series of [title of Notes] (the “Notes”) in an aggregate principal amount of [insert aggregate principal amount of series] issued by [Unilever Finance Netherlands B.V./Unilever Capital Corporation/Unilever PLC]2 as issuer (the “Issuer”) and has the benefit of the guarantee of [Unilever PLC and Unilever United States, Inc./Unilever United States, Inc.]3 (the “Guarantor[s]” contained in the trust deed defined below) [on a joint and several basis ]and is issued pursuant to a trust deed (the “Trust Deed” which expression shall include any amendments or supplements thereto) dated 22 July 1994 and made between, inter alios, the Issuer and the other companies named therein as issuers, the Guarantor[s] and the other companies named therein as guarantors and The Law Debenture Trust Corporation p.l.c., as trustee. The Issuer for value received promises, all in accordance with the terms and conditions [endorsed hereon/attached hereto/incorporated by reference herein] and the Final Terms referred to therein and prepared in relation to the Notes and the Trust Deed, to pay to the bearer upon surrender hereof on [maturity date] or on such earlier date as the same may become payable in accordance therewith the principal amount of: 12 Include bracketed language on all Notes with maturities of more than 365 days.


A54371967 62 [denomination in words and numerals] or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on the principal amount hereof at the rate or rates specified therein]13. [Pursuant to the Dutch Saving Certificates Act (Wet inzake spaarbewijzen), each transfer and acceptance of this Note (other than between individuals who do not act in the conduct of a profession or trade): (a) must be made through the mediation of either the Issuer or a Member of Euronext Amsterdam N.V.; and (b) if it involves its physical delivery, must be recorded in a transaction note which includes the name and address of each party, the nature of the transaction and the number and serial numbers of the Notes transferred.]14 [Pursuant to the Dutch Saving Certificates Act (Wet inzake spaarbewijzen), each transfer and acceptance of this Note (other than between individuals who do not act in the conduct of a profession or trade): (a) must be made through the mediation of either the Issuer or a Member of Euronext Amsterdam N.V.; and (b) it if involves its physical delivery and unless it is made between a professional borrower and a professional lender, must be recorded in a transaction note which includes the name and address of each party, the nature of the transaction and the number and serial numbers of the Notes transferred.]15 [This Note shall not]16 [Neither this Note nor any of the interest coupons appertaining hereto shall17 be valid for any purpose until this Note has been authenticated for and on behalf of as principal paying agent. This Note, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, English law. As witness the facsimile signature of a duly authorised officer on behalf of the Issuer. [UNILEVER FINANCE NETHERLANDS B.V./UNILEVER CAPITAL CORPORATION/UNILEVER PLC]18 [Name of Issuer] 13 Insert only where Notes are interest bearing. 14 Include if the Notes (i) are Zero Coupon Notes or other Notes which qualify as savings certificates as defined in the Dutch Savings Certificates Act (Wet inzake spaarbewijzen), (ii) are physically issued in the Netherlands or distributed in the Netherlands in the course of primary trading or immediately thereafter, (iii) are not listed on the stock exchange of Euronext Amsterdam N.V. and (iv) do not qualify as commercial paper or certificates of deposit. 15 Include if the Notes (i) are Zero Coupon Notes or other Notes which qualify as saving certificates as defined in the Dutch Savings Certificates Act (Wet inzake spaarbewijzen), (ii) are physically issued in the Netherlands or distributed in the Netherlands in the course of primary trading or immediately thereafter, (iii) are not listed on the stock exchange of Euronext Amsterdam N.V. and (iv) qualify as commercial paper or certificates of deposit. 16 Insert only where Notes are not interest bearing. 17 Insert only where Notes are interest bearing. 18 Amend as appropriate. A54371967 63 By [manual or facsimile signature] (duly authorised) Name: Title: ISSUED in London as of [●] [●] AUTHENTICATED for and on behalf of DEUTSCHE BANK AG, LONDON BRANCH as Principal Paying Agent without recourse, warranty or liability By [manual signature] (duly authorised) Name: Title: [Where no provision is made for separate coupons for the payment of interest the appropriate grid to record payments of principal and/or interest, as the case may be, should be included.] [On the reverse of the Notes:] TERMS AND CONDITIONS [As set out in the Sixth Schedule and as supplemented by the applicable Final Terms] [At the foot of the Terms and Conditions:] PRINCIPAL PAYING AGENT Deutsche Bank AG, London Branch 21 Moorfields London EC2Y 9DB A54371967 64 Part B Forms of Coupon [Attached to the Notes (interest-bearing, fixed rate and having Coupons):] [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]19 [UNILEVER FINANCE NETHERLANDS B.V., a company having its corporate seat in Rotterdam, the Netherlands/UNILEVER CAPITAL CORPORATION/UNILEVER PLC]20 Unconditionally and irrevocably guaranteed by [UNILEVER PLC AND UNILEVER UNITED STATES, INC. on a joint and several basis/ UNILEVER UNITED STATES, INC.]21 [Amount and title of Notes] [Serial Number: [●]] Coupon for [●] due on [●] This Coupon is payable to bearer (subject to the terms and conditions [endorsed on/attached to/incorporated by reference to] the [title of Notes] (the “Note”) to which this Coupon appertains and the Final Terms referred to therein, which shall be binding on the Holder of this Coupon whether or not it is for the time being attached to such Note) at the office of the Principal Paying Agent or any of the Paying Agents set out on the reverse hereof (or any other or further paying agents and/or specified offices from time to time duly appointed and notified to the Noteholders). [The Note to which this Coupon appertains may, in certain circumstances specified in such terms and conditions, fall due for redemption before the due date in relation to this Coupon. In such event, this Coupon will become void and no payment will be made in respect hereof.]22 [●] [UNILEVER FINANCE NETHERLANDS B.V./UNILEVER CAPITAL CORPORATION/UNILEVER PLC]23 By [manual or facsimile signature]24 (duly authorised) Name: Title: 19 Include bracketed language on all Notes with maturities of more than 365 days. 20 Amend as appropriate. 21 Amend as appropriate. 22 Delete if the Coupons are not to become void upon early redemption of the Note(s). 23 Amend as appropriate 24 In the case of Unilever Finance Netherlands B.V., include the name and the title of the signatory. A54371967 65 [On the reverse of each Coupon] PRINCIPAL PAYING AGENT Deutsche Bank AG, London Branch 21 Moorfields London EC2Y 9DB


A54371967 66 Part C [Attached to the Notes (interest-bearing, floating rate and having Coupons):] [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]25 [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] [(incorporated with limited liability under the laws of the Netherlands, whose corporate seat is in Rotterdam, the Netherlands)][(incorporated with limited liability under the laws of the state of Delaware)][(incorporated with limited liability under the laws of England)] Unconditionally and irrevocably guaranteed by [UNILEVER PLC AND UNILEVER UNITED STATES, INC. on a joint and several basis/ UNILEVER UNITED STATES, INC.]26 [Amount and title of Notes] Coupon for the amount of interest due on [●] Such amount is payable (subject to the terms and conditions [endorsed on/attached to/incorporated by reference to] the [title of Notes] (the “Notes”) to which this Coupon appertains and the Final Terms referred to therein, which shall be binding on the Holder of this Coupon whether or not it is for the time being attached to such Note) at the office of the Principal Paying Agent or any of the Paying Agents set out on the reverse hereof (or any other or further paying agents and/or specified offices from time to time duly appointed and notified to the Noteholders). [The Note to which this Coupon appertains may, in certain circumstances specified in such terms and conditions, fall due for redemption before the due date in relation to this Coupon. In such event, this Coupon will become void and no payment will be made in respect hereof.]27 [●] [UNILEVER FINANCE NETHERLANDS B.V./UNILEVER CAPITAL CORPORATION/UNILEVER PLC]28 By [manual or facsimile signature]29 (duly authorised) Name: Title: 25 Include bracketed language on all Notes with maturities of more than 365 days. 26 Amend as appropriate. 27 Delete if the Coupons are not to become void upon early redemption of the Notes. 28 Amend as appropriate. 29 In the case of Unilever Finance Netherlands B.V., include the name and the title of the signatory. A54371967 67 [On the reverse of each Coupon:] PRINCIPAL PAYING AGENT Deutsche Bank AG, London Branch 21 Moorfields London EC2Y 9DB A54371967 68 Part D Form of Talon [Attached to the Notes (interest-bearing and having Coupons):] [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]30 [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] [(incorporated with limited liability under the laws of the Netherlands, whose corporate seat is Rotterdam, the Netherlands)][(incorporated with limited liability under the laws of the state of Delaware)][(incorporated with limited liability under the laws of England)] Unconditionally and irrevocably guaranteed by [UNILEVER PLC AND UNILEVER UNITED STATES, INC. on a joint and several basis/ UNILEVER UNITED STATES, INC.]23 [Amount and title of Notes] Talon for further Coupons After all the Coupons appertaining to the Note to which this Talon appertains have matured, further Coupons [(including a Talon for further Coupons)] will be issued at the specified office of the Principal Paying Agent or any of the Paying Agents set out on the reverse hereof (or any other or further paying agents and/or specified offices from time to time duly given in accordance with the terms and conditions [endorsed on/attached to/incorporated by reference to] the [title of Notes] (the “Notes”) to which this Talon appertains and the Final Terms referred to therein (which shall be binding on the Holder of this Talon whether or not it is for the time being attached to such Note) upon production and surrender of this Talon. The initial Paying Agents and their specified offices are set out on the reverse hereof. Under the said terms and conditions, such Notes may, in certain circumstances, fall due for redemption before the original due date for exchange of this Talon and in any such event this Talon shall become void and no exchange shall be made in respect hereof. [●] [UNILEVER FINANCE NETHERLANDS B.V./UNILEVER CAPITAL CORPORATION/UNILEVER PLC]31 By [manual or facsimile signature]32 (duly authorised) 30 Include bracketed language on all Notes with maturities of more than 365 days. 31 Amend as appropriate. 32 In the case of Unilever Finance Netherlands B.V., include the name and the title of the signatory. A54371967 69 Name: Title: [On the reverse of each Talon:] PRINCIPAL PAYING AGENT Deutsche Bank AG, London Branch 21 Moorfields London EC2Y 9DB


A54371967 70 The Fourth Schedule Form of Global Certificate [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] [(incorporated with limited liability under the laws of the Netherlands, whose corporate seat is in Rotterdam, the Netherlands)][(incorporated with limited liability under the laws of the state of Delaware)][(incorporated with limited liability under the laws of England)] guaranteed by [UNILEVER PLC] [and] [UNILEVER UNITED STATES, INC.] [(incorporated with limited liability under the laws of England)][(incorporated with limited liability under the laws of the state of Delaware)] GLOBAL CERTIFICATE Global Certificate No. [●] This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of [Unilever Finance Netherlands B.V.][Unilever Capital Corporation][Unilever PLC] (the “Issuer”) and guaranteed by [Unilever PLC] [and] [Unilever United States, INC.] (the “Guarantor[s]”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in the Sixth Schedule to the Trust Deed (as amended or supplemented as at the Issue Date) dated 22 July 1994 (the “Trust Deed”, which expression shall include any amendments or supplements thereto) between the Issuer and the other parties names therein as issuers, the Guarantor[s] and the other parties named therein as guarantors and The Law Debenture Trust Corporation p.l.c. as trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Trust Deed. Promise to Pay The Issuer, for value received, promises to pay to the holder of the Notes represented by this Global Certificate (subject to surrender of this Global Certificate if no further payment falls to be made in respect of such Notes) on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes represented by this Global Certificate and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Global Certificate, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Each payment will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be on the Clearing System Business Day immediately prior A54371967 71 to the date for payment, where “Clearing System Business Day” means Monday to Friday inclusive except 25 December and 1 January. For the purposes of this Global Certificate, (a) the holder of the Notes represented by this Global Certificate is bound by the provisions of the Paying Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Global Certificate, (c) this Global Certificate is evidence of entitlement only, (d) title to the Notes represented by this Global Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Global Certificate is entitled to payments in respect of the Notes represented by this Global Certificate. Exchange for Individual Certificates This Global Certificate will be exchanged in whole (but not in part) for duly authenticated and completed Individual Certificates (which expression has the meaning given in the Trust Deed) in accordance with the Paying Agency Agreement if the Final Terms specifies "In the limited circumstances described in the Global Certificate”, then if either of the following events occurs: (i) Closure of clearing systems: Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking S.A. (“Clearstream Luxembourg”) or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; (ii) Default: any of the circumstances described in Condition 10A occur and the Notes become due and payable; or (iii) Upon withholding or deduction: if the Trustee is satisfied that, on the occasion of the next payment due in respect of the Notes of the relevant Series, the Issuer or any of the Paying Agents would be required to make any deduction or withholding from any payment in respect of such Notes which would not be required were such Notes in definitive form. Delivery of Individual Certificates Whenever this Global Certificate is to be exchanged for Individual Certificates, such Individual Certificates shall be issued in an aggregate principal amount equal to the principal amount of this Global Certificate within five business days of the delivery, by or on behalf of the registered holder of the Global Certificate to the Registrar of such information as is required to complete and deliver such Individual Certificates (including, without limitation, the names and addresses of the persons in whose names the Individual Certificates are to be registered and the principal amount of each such person’s holding) against the surrender of this Global Certificate at the specified office of the Registrar. Such exchange shall be effected in accordance with the provisions of the Trust Deed and the Paying Agency Agreement and the regulations concerning the transfer and registration of Notes scheduled to the Paying Agency Agreement and, in particular, shall be effected without charge to any holder, but against such indemnity as the Registrar may require in respect of any tax or other duty of whatsoever nature which may be imposed in connection with such exchange. Transfer of Notes represented by permanent Global Certificates If the Schedule hereto states that the Notes are to be represented by a permanent Global Certificate on issue, transfers of the holding of Notes represented by this Global Certificate pursuant to Condition 1(j) may only be made in part: (i) if the Notes represented by this Global Certificate are held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an “Alternative Clearing System”) A54371967 72 and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so; or (ii) with the consent of the Issuer, provided that, in the case of the first transfer of part of a holding pursuant to (i) above, the holder of the Notes represented by this Global Certificate has given the Registrar not less than 30 days’ notice at its specified office of such holder’s intention to effect such transfer. Where the holding of Notes represented by this Global Certificate is only transferable in its entirety, the Certificate issued to the transferee upon transfer of such holding shall be a Global Certificate. Where transfers are permitted in part, Certificates issued to transferees shall not be Global Certificates unless the transferee so requests and certifies to the Registrar that it is, or is acting as a nominee for, Clearstream, Luxembourg, Euroclear and/or an Alternative Clearing System. Meetings For the purposes of any meeting of Noteholders, the holder of the Notes represented by this Global Certificate shall (unless this Global Certificate represents only one Note) be treated as two persons for the purposes of any quorum requirements of a meeting of Noteholders and as being entitled to one vote in respect of each integral currency unit of the Specified Currency of the Notes. This Global Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar and, in the case of Registered Notes held under the NSS only, effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. This Global Certificate and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. SIGNATURE PAGE TO THE GLOBAL CERTIFICATE In witness whereof the Issuer has caused this Global Certificate to be signed on its behalf. Dated as of the Issue Date. [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] By: CERTIFICATE OF AUTHENTICATION This Global Certificate is authenticated by or on behalf of the Registrar. DEUTSCHE BANK LUXEMBOURG S.A. as Registrar By: Authorised Signatory For the purposes of authentication only. Effectuation This Global Certificate is effectuated by or on behalf of the Common Safekeeper [COMMON SAFEKEEPER] as Common Safekeeper By: Authorised Signatory For the purposes of effectuation of Registered Notes held through the NSS only


A54371967 74 Form of Transfer For value received the undersigned transfers to .................................................................... .................................................................... (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) [●] nominal amount of the Notes represented by this Global Certificate, and all rights under them. Dated ........................................................ Signed ............................................. Certifying Signature Notes: (i) The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Global Certificate or (if such signature corresponds with the name as it appears on the face of this Global Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require. (ii) A representative of the Noteholder should state the capacity in which he signs e.g. executor. A54371967 75 Schedule [Insert the provisions of the applicable Final Terms that relate to the Conditions or the Global Certificate as the Schedule.] A54371967 76 The Fifth Schedule Form of Individual Certificate [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] [(incorporated with limited liability under the laws of the Netherlands, whose corporate seat is in Rotterdam, the Netherlands)][(incorporated with limited liability under the laws of the state of Delaware)][(incorporated with limited liability under the laws of England)] guaranteed by [UNILEVER PLC] [and] [UNILEVER UNITED STATES, INC.] [(incorporated with limited liability under the laws of England)][(incorporated with limited liability under the laws of the state of Delaware)] Series No. [●] [Title of issue] This Certificate certifies that [●] of [●] (the “Registered Holder”) is, as at the date hereof, registered as the holder of [nominal amount] of Notes of the Series of Notes referred to above (the “Notes”) of [Unilever Finance Netherlands B.V.][Unilever Capital Corporation][Unilever PLC] (the “Issuer”) guaranteed by [Unilever PLC] [and] [Unilever United States, INC.] (the “Guarantor[s]”), designated as specified in the title hereof. The Notes are subject to the Terms and Conditions (the “Conditions”) endorsed hereon and are issued subject to, and with the benefit of, the Trust Deed referred to in the Conditions. Expressions defined in the Conditions have the same meanings in this Certificate. The Issuer, for value received, promises to pay to the holder of the Note(s) represented by this Certificate (subject to surrender of this Certificate if no further payment falls to be made in respect of such Notes) on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes represented by this Certificate and (unless the Note(s) represented by this Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Certificate, (a) the holder of the Note(s) represented by this Certificate is bound by the provisions of the Paying Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Note(s) represented by this Certificate, (c) this Certificate is evidence of entitlement only, (d) title to the Note(s) represented by this Certificate passes only on due registration on the Register, and (e) only the holder of the Note(s) represented by this Certificate is entitled to payments in respect of the Note(s) represented by this Certificate. This Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar. A54371967 77 In witness whereof the Issuer has caused this Certificate to be signed on its behalf. Dated as of the Issue Date. [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] By: CERTIFICATE OF AUTHENTICATION This Certificate is authenticated by or on behalf of the Registrar. DEUTSCHE BANK LUXEMBOURG S.A. as Registrar By: Authorised Signatory For the purposes of authentication only.


A54371967 78 On the back:i Terms and Conditions of the Notes [The Terms and Conditions that are set out in the Sixth Schedule to the Trust Deed as amended by and incorporating any additional provisions forming part of such Terms and Conditions and set out in Part A of the applicable Final Terms shall be set out here.] A54371967 79 Form of Transfer For value received the undersigned transfers to .................................................................... .................................................................... (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) [●] nominal amount of the Notes represented by this Certificate, and all rights under them. Dated ........................................................ Signed ............................................. Certifying Signature Notes: (i) The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Certificate or (if such signature corresponds with the name as it appears on the face of this Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require. (ii) A representative of the Noteholder should state the capacity in which he signs. Unless the context otherwise requires capitalised terms used in this Form of Transfer have the same meaning as in the Trust Deed dated 16 May 2024 between the Issuer and the other parties named therein as issuers, the Guarantor[s][ and the other parties named therein as guarantors] and The Law Debenture Trust Corporation p.l.c. as trustee. [TO BE COMPLETED BY TRANSFEREE: [INSERT ANY REQUIRED TRANSFEREE REPRESENTATIONS, CERTIFICATIONS, ETC.]] PRINCIPAL PAYING AGENT & TRANSFER AGENT Deutsche Bank AG, London Branch 21 Moorfields London EC2Y 9DB United Kingdom REGISTRAR Deutsche Bank Luxembourg S.A. 2, Boulevard Konrad Adenauer L-1115 Luxembourg Luxembourg A54371967 80 The Sixth Schedule Terms and Conditions of the Notes The Notes are constituted by a trust deed dated 16 May 2024 (the “Trust Deed”, which expression shall include any amendments or supplements thereto or any restatement thereof) made between Unilever Finance Netherlands B.V. (“UFN”), Unilever PLC (“PLC”) and Unilever Capital Corporation (“UCC”) as issuers (the “Issuers” and each an “Issuer”, which expression shall include any Group Company (as defined below) which becomes an Issuer as contemplated by Condition 15 or 17), PLC and Unilever United States, Inc. (“UNUS”) as guarantors of the Notes as hereinafter described (the “Guarantors” and each a “Guarantor”) and The Law Debenture Trust Corporation p.l.c. (the “Trustee”, which expression shall include any successor to The Law Debenture Trust Corporation p.l.c. in its capacity as such) as trustee for the holders of each Series of the Notes (the “Noteholders”). Pursuant to the Trust Deed, the Notes issued by (i) UFN (the “UFN Notes”) are guaranteed unconditionally and irrevocably on a joint and several basis by PLC and UNUS, (ii) PLC (the “PLC Notes”) are guaranteed unconditionally and irrevocably by UNUS and (iii) UCC (the “UCC Notes” and, together with the UFN Notes and the PLC Notes, the “Notes”) are guaranteed unconditionally and irrevocably on a joint and several basis by PLC and UNUS. These terms and conditions (the “Conditions”) are summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Bearer Notes, Certificates, Coupons and Talons referred to below. A paying agency agreement dated 22 July 1994 (the “Paying Agency Agreement”, which expression shall include any amendments or supplements thereto or any restatement thereof) has been entered into between UFN, PLC, UNUS and UCC in their capacities as Issuers and Guarantors (as applicable), Deutsche Bank AG, London Branch as principal paying agent (the “Principal Paying Agent”, which expression shall include any successor to Deutsche Bank AG, London Branch in its capacity as such and any substitute or additional principal paying agent appointed in accordance with the Paying Agency Agreement), any paying agents named therein (the “Paying Agents”, which expression shall, unless the context otherwise requires, include the Principal Paying Agent and any substitute or additional paying agents appointed in accordance with the Paying Agency Agreement), the registrar for the time being (the “Registrar”), the transfer agents for the time being (the “Transfer Agents”) (which expression shall include the Registrar) and the Trustee. Noteholders and the holders of the interest coupons relating to interest bearing Notes in bearer form (the “Coupons”) and, where applicable in the case of such Notes, talons for further Coupons (the “Talons”) (the “Couponholders”) are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Paying Agency Agreement which are applicable to them. Copies of the Trust Deed and the Paying Agency Agreement are available for inspection during normal business hours at the registered office for the time being of the Trustee (being at the date of this Information Memorandum at Eighth Floor, 100 Bishopsgate, London EC2N 4AG) and at the specified office of each of the Paying Agents. The Notes are issued in series (each a “Series”), and each Series may comprise one or more tranches (“Tranches” and each a “Tranche”) of Notes. Each Tranche will be the subject of final terms or a pricing supplement (“Final Terms”) prepared by, or on behalf of, the Issuer, a copy of which will, in the case of a Tranche of Notes which are listed on the official list of the Financial Conduct Authority (the “Official List”) and admitted to trading on the London Stock Exchange plc’s (“London Stock Exchange”) Main Market (the “Market”) and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange, be lodged with the London Stock Exchange and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange and be available for inspection at the specified office of each of the Paying Agents appointed in respect of such Notes. In these Conditions, unless otherwise expressly stated, references to Notes are to Notes of the relevant Series, references to Coupons are to Coupons appertaining to interest bearing Notes in bearer form of the relevant A54371967 81 Series, references to the Issuer are to the Issuer of such Notes, references to the Guarantor(s) are references to the Guarantor(s) of such Issuer’s obligations under such Notes and references to the Paying Agents are references to the Paying Agents appointed in respect of such Notes. Subject thereto, capitalised terms shall, unless defined herein, have the meanings ascribed thereto in the Trust Deed. 1 Form and Denomination (a) The Notes are issued in bearer form (“Bearer Notes”) or in registered form (“Registered Notes”). UCC may only issue Registered Notes. Each Note is a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note or a combination of any of the foregoing. All payments in respect of each Note shall be made in the currency shown on its face. Bearer Notes (b) Each Tranche of Bearer Notes will be represented upon issue by a temporary global note (a “Temporary Global Note”) in substantially the form (subject to amendment and completion) scheduled to the Trust Deed and, if so specified in the relevant Final Terms, such Temporary Global Note shall be a New Global Note. On or after the date (the “Exchange Date”) which is 40 days after the completion of distribution of the Bearer Notes of the relevant Tranche and provided certification as to the beneficial ownership thereof as required by U.S. Treasury regulations (in the form set out in the Temporary Global Note or such other form as may replace it) has been received, interests in the Temporary Global Note may be exchanged for: (i) interests in a permanent global note (a “Permanent Global Note”) representing the Bearer Notes of that Tranche and in substantially the form (subject to amendment and completion) scheduled to the Trust Deed; or (ii) definitive Bearer Notes in bearer form (“Definitive Notes”) which will be serially numbered and in substantially the form (subject to amendment and completion) scheduled to the Trust Deed. If interests in the Temporary Global Note are exchanged for interests in a Permanent Global Note pursuant to sub-paragraph (i) above, interests in such Permanent Global Note may thereafter be exchanged for Definitive Notes described in sub-paragraph (ii) above. Each exchange of an interest in a Temporary Global Note for an interest in a Permanent Global Note or for a Definitive Note, and each exchange of an interest in a Permanent Global Note for a Definitive Note, shall be made outside the United States. (c) If any date on which a payment of interest is due on the Bearer Notes of a Tranche occurs while any of the Bearer Notes of that Tranche are represented by the Temporary Global Note, the related interest payment will be made on the Temporary Global Note only to the extent that certification as to the beneficial ownership thereof as required by U.S. Treasury regulations (in the form set out in the Temporary Global Note or such other form as may replace it) has been received by Euroclear Bank SA/NV (“Euroclear”), Clearstream Banking S.A. (“Clearstream, Luxembourg”) or any other relevant clearing system. Payments of principal or interest (if any) on a Permanent Global Note will be made through Euroclear or Clearstream, Luxembourg without any requirement for certification. If so specified in the relevant Final Terms, interests in a Permanent Global Note will be exchangeable in whole (but not in part only), at the option of the holder of such Permanent Global Note and in accordance with the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system and, unless otherwise specified in the relevant Final Terms, at the Issuer’s cost, for Definitive Notes. In order to exercise such option, the holder must, not less than 45 days before the


A54371967 82 date on which delivery of Definitive Notes in global or definitive form is required, deposit the relevant Permanent Global Note with the Principal Paying Agent with the form of exchange notice endorsed thereon duly completed. Interests in a Permanent Global Note will, in any event, be exchangeable in whole (but not in part only) at the cost of the Issuer, for Definitive Notes: (i) if any Bearer Note of the relevant Series becomes due and repayable following a Default (as defined in Condition 10A), or (ii) if either Euroclear or Clearstream, Luxembourg or any other relevant clearing system should cease to operate as a clearing system (other than by reason of public holiday) or should announce an intention permanently to cease business and it shall not be practicable to transfer the relevant Notes to another clearing system within 90 days. (d) Interest-bearing Definitive Notes will have attached thereto at the time of their initial delivery Coupons, the presentation of which will be a prerequisite to the payment of interest in certain circumstances specified below. Interest-bearing Definitive Notes will also, if applicable, have attached thereto, at the time of their initial delivery, a Talon for further coupons and the expression “Coupons” shall, where the context so permits, include Talons. (e) The following legend will appear on all Bearer Notes with maturities of more than 365 days and (in the case of Definitive Notes) on Coupons and Talons appertaining thereto: “Any United States person who holds this obligation will be subject to the limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code”. The Internal Revenue Code sections referred to above provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Bearer Notes, Coupons or Talons and will not be entitled to capital gains treatment in respect of any gain recognised on any sale, disposition, redemption or payment of principal in respect of Bearer Notes or Coupons. (f) Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination. Bearer Notes may not be exchanged for Registered Notes. Registered Notes (g) Each Tranche of Registered Notes will be represented by either: (i) individual note certificates in registered form ("Individual Certificates"); or (ii) one or more global note certificates ("Global Certificate(s)"), in each case, as specified in the relevant Final Terms. A certificate ("Certificate") will be issued to each holder of Registered Notes in respect of its registered holding. Each Note represented by a Global Certificate will either be: (A) in the case of a Global Certificate which is not to be held under the new safekeeping structure (“NSS”), registered in the name of a common depositary (or its nominee) for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system and the relevant Global Certificate will be deposited on or about the issue date with the common depositary and/or the sub-custodian; or (B) in the case of a Global Certificate to be held under the NSS, registered in the name of a common safekeeper (or its nominee) for Euroclear and/or Clearstream, Luxembourg and the relevant Global Certificate will be deposited on or about the issue date with the common safekeeper for Euroclear and/or Clearstream, Luxembourg. A54371967 83 If the relevant Final Terms specifies the form of Notes as being “Individual Certificates”, then the Notes will at all times be represented by Individual Certificates issued to each Noteholder in respect of their respective holdings. (h) Registered Notes may not be exchanged for Bearer Notes. (i) If the relevant Final Terms specifies the form of Notes as being "Global Certificate exchangeable for Individual Certificates", then the Notes will initially be represented by one or more Global Certificates each of which will be exchangeable in whole, but not in part, for Individual Certificates: (i) on the expiry of such period of notice as may be specified in the relevant Final Terms; or (ii) at any time, if so specified in the relevant Final Terms; or (iii) if the relevant Final Terms specifies "in the limited circumstances described in the Global Certificate", then: a. if any Registered Note of the relevant Series becomes due and repayable following a Default (as defined in Condition 10A), or b. if either Euroclear or Clearstream, Luxembourg or any other relevant clearing system should cease to operate as a clearing system (other than by reason of public holiday) or should announce an intention permanently to cease business and it shall not be practicable to transfer the relevant Notes to another clearing system within 90 days. Whenever a Global Certificate is to be exchanged for Individual Certificates, each person having an interest in a Global Certificate must provide the Registrar (through the relevant clearing system) with such information as the Issuer and the Registrar may require to complete and deliver Individual Certificates (including the name and address of each person in which the Notes represented by the Individual Certificates are to be registered and the principal amount of each such person's holding). Whenever a Global Certificate is to be exchanged for Individual Certificates, the Issuer shall procure that Individual Certificates will be issued in an aggregate principal amount equal to the principal amount of the Global Certificate within five business days of the delivery, by or on behalf of the registered holder of the Global Certificate to the Registrar of such information as is required to complete and deliver such Individual Certificates against the surrender of the Global Certificate at the specified office of the Registrar. Such exchange will be effected in accordance with the provisions of the Trust Deed and the Paying Agency Agreement and the regulations concerning the transfer and registration of Notes scheduled to the Paying Agency Agreement and, in particular, shall be effected without charge to any holder, but against such indemnity as the Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange. (j) One or more Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor. All transfers of Notes and entries on the Register (as defined below) will be made subject to the detailed regulations concerning transfers of Notes scheduled to the Paying Agency A54371967 84 Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Registrar and the Trustee. A copy of the current regulations will be made available by the Registrar to any Noteholder upon request. (k) In the case of an exercise of an Issuer’s or Noteholders’ option in respect of, or a partial redemption of, a holding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Registered Notes of the same holding having different terms, separate Certificates shall be issued in respect of those Notes of that holding that have the same terms. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding. (l) Each new Certificate to be issued pursuant to Conditions 1(j) or 1(k) shall be available for delivery within three business days of receipt of the form of transfer or Exercise Notice (as defined in Condition 7(f)) and surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such form of transfer, Exercise Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Transfer Agent the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 1(m), “business day” means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be). (m) Transfers of Notes and Certificates on registration, transfer, exercise of an option or partial redemption shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require). (n) No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15 days prior to any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 7(c)(1), 7(c)(2) or 7(c)(4), (ii) after any such Note has been called for redemption or (iii) during the period of seven days ending on (and including) any Record Date. Denomination of Notes (o) Subject to any then applicable legal and regulatory requirements, (i) Notes will be in the denomination or denominations (each of which denominations must be integrally divisible by either the smallest denomination or by the smallest increment between denominations, whichever is smaller) specified in the relevant Final Terms and (ii) Notes may not be issued under the Programme which have a minimum denomination of less than €100,000 (or its equivalent in another currency). Notes of one denomination will not be exchangeable, after their initial delivery, for Notes of any other denomination. Currency of Notes (p) Notes may be denominated in any currency (including, without limitation, euro (as defined in Condition 8C(3)) subject to compliance with all applicable legal or regulatory requirements. A54371967 85 References to “Notes” (q) For the purposes of these Conditions, references to “Notes” shall, as the context may require, be deemed to be to Temporary Global Notes, Permanent Global Notes, Definitive Notes, Global Certificates or Individual Certificates. 2 Status of the Notes Subject to Condition 4, the Notes constitute direct, unconditional and unsecured obligations of the Issuer and (subject as aforesaid) rank and will rank pari passu without any preference among themselves with all other present and future unsecured and unsubordinated obligations of the Issuer (other than obligations preferred by law). 3 Status of the Guarantee Subject to Condition 4, the obligations of each Guarantor under the guarantee constitute unsecured obligations of such Guarantor and (subject as aforesaid) rank and will rank (subject to any obligations preferred by law) pari passu with all other present and future unsecured and unsubordinated obligations of such Guarantor. 4 Negative Pledge (A) Negative Pledge for UFN Notes So long as any UFN Notes remain outstanding (as defined in the Trust Deed): (a) UFN will not create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any part of its undertaking or assets (including any uncalled capital), present or future; and (b) PLC will not create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any substantial part of its undertaking or assets (including any uncalled capital), present or future, to secure any Indebtedness of any person (or any guarantee or indemnity given in respect thereof) unless the UFN Notes and the Coupons thereon shall be secured by such mortgage, charge, lien, pledge or other security interest equally and rateably therewith in the same manner or in a manner satisfactory to the Trustee or such other security for the UFN Notes and the Coupons thereon shall be provided as the Trustee shall, in its absolute discretion, deem not less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of Noteholders, provided that the restriction contained in this Condition 4(A) shall not apply to: (i) any mortgage, charge, lien, pledge or other security interest arising solely by mandatory operation of law; and (ii) any security over assets of PLC or UFN arising pursuant to the Algemene Voorwaarden (general terms and conditions) of the Nederlandse Vereniging van Banken (Dutch Bankers’ Association) and/or similar terms applied by financial institutions, if and insofar as applicable. (B) Negative Pledge for PLC Notes So long as any PLC Notes remain outstanding (as defined in the Trust Deed), PLC will not create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any substantial part of its undertaking or assets (including any uncalled capital), present or future, to secure


A54371967 86 any Indebtedness of any person (or any guarantee or indemnity given in respect thereof) unless the PLC Notes and the Coupons thereon shall be secured by such mortgage, charge, lien, pledge or other security interest equally and rateably therewith in the same manner or in a manner satisfactory to the Trustee or such other security for the PLC Notes and the Coupons thereon shall be provided as the Trustee shall, in its absolute discretion, deem not less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of Noteholders, provided that the restriction contained in this Condition 4(B) shall not apply to: (i) any mortgage, charge, lien, pledge or other security interest arising solely by mandatory operation of law; and (ii) any security over assets of PLC arising pursuant to the Algemene Voorwaarden (general terms and conditions) of the Nederlandse Vereniging van Banken (Dutch Bankers’ Association) and/or similar terms applied by financial institutions, if and insofar as applicable. (C) Negative Pledge for UCC Notes So long as any UCC Notes remain outstanding (as defined in the Trust Deed): (a) UCC will not create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any part of its undertaking or assets (including any uncalled capital), present or future; and (b) PLC will not create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any substantial part of its undertaking or assets (including any uncalled capital), present or future, to secure any Indebtedness of any person (or any guarantee or indemnity given in respect thereof) unless the UCC Notes and the Coupons thereon shall be secured by such mortgage, charge, lien, pledge or other security interest equally and rateably therewith in the same manner or in a manner satisfactory to the Trustee or such other security for the UCC Notes and the Coupons thereon shall be provided as the Trustee shall, in its absolute discretion, deem not less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of Noteholders, provided that the restriction contained in this Condition 4(C) shall not apply to: (i) any mortgage, charge, lien, pledge or other security interest arising solely by mandatory operation of law; and (ii) any security over assets of PLC or UCC arising pursuant to the Algemene Voorwaarden (general terms and conditions) of the Nederlandse Vereniging van Banken (Dutch Bankers’ Association) and/or similar terms applied by financial institutions, if and insofar as applicable. For the purposes of this Condition 4: “Indebtedness” means any loan or other indebtedness in the form of, or represented by, bonds, notes, debentures or other securities which at the time of issue thereof either is, or is intended to be, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other recognised securities market and which by its terms has an initial stated maturity of more than one year; and “substantial” means an aggregate amount equal to or greater than 25 per cent. of the aggregate value of the fixed assets and current assets of PLC and its group companies (being those companies required to be consolidated in accordance with United Kingdom legislative requirements relating to consolidated accounts) (the “Unilever Group”, and any company within the Unilever Group being referred to herein as a “Group Company”), such value and such assets being determined by reference to the then most recently published A54371967 87 audited consolidated balance sheet of the Unilever Group. A report by the Auditors of PLC that, in their opinion, (1) the amounts shown in a certificate provided by PLC (showing the fixed assets and current assets of the relevant part and those fixed assets and current assets expressed as a percentage of the fixed assets and current assets of the Unilever Group) have been accurately extracted from the accounting records of the Unilever Group, and (2) the percentage of the fixed assets and current assets of that part to the fixed assets and the current assets of the Unilever Group has been correctly calculated, shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates. 5 Title (a) Title to the Bearer Notes, the Coupons and the Talons will pass by delivery. Title to the Registered Notes shall pass by registration in the register that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Paying Agency Agreement (the “Register”). In these Conditions, “Noteholder” means the bearer of any Bearer Note relating to it or the person in whose name a Registered Note is registered (as the case may be), “holder” (in relation to a Note, Coupon or Talon) means the bearer of any Bearer Note, Coupon or Talon or the person in whose name a Registered Note is registered (as the case may be). (b) The Issuer, the Guarantor(s), the Trustee, the Paying Agents, the Registrar and the Transfer Agents may deem and treat the holder of any Note or Coupon as the absolute owner thereof (whether or not such Note or Coupon shall be overdue and notwithstanding any notice of any previous loss or theft thereof (or that of the related Certificate) or any express or constructive notice of any claim by any other person of any interest therein) for the purpose of making payments and for all other purposes. 6 Interest Notes may be interest-bearing or non-interest-bearing, as specified in the relevant Final Terms. The Final Terms in relation to each Tranche of interest-bearing Notes shall specify which one (and one only) of Condition 6A, 6B or 6C shall be applicable and Condition 6D will be applicable to each Tranche of interest-bearing Notes as specified therein. Condition 6G shall be applicable to Zero Coupon Notes. (A) Interest – Fixed Rate Notes, in relation to which this Condition 6A is specified in the relevant Final Terms as being applicable, shall bear interest from their date of issue (the “Issue Date”) (as specified in the relevant Final Terms) or from such other date as may be specified in the relevant Final Terms at the rate or rates per annum (or otherwise) (the “Fixed Rate of Interest”) specified in the relevant Final Terms. Such interest will be payable in arrear on such dates (the “Fixed Interest Payment Dates”) as are specified in the relevant Final Terms and on the date of final maturity thereof (the “Maturity Date”). The amount of interest payable in respect of any Note in relation to which this Condition 6A is specified in the relevant Final Terms as being applicable shall be calculated by multiplying the product of the Fixed Rate of Interest and: (i) in the case of any such Note in global form, the principal amount of such Note; or (ii) in the case of any such Note in definitive form, the Calculation Amount, in each case, by the applicable Day Count Fraction (as defined in Condition 6E(6)) as specified in the relevant Final Terms and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Denomination of a Note in relation to which this Condition 6A is specified A54371967 88 in the relevant Final Terms as being applicable and which is in definitive form comprises more than one Calculation Amount, the amount of interest payable in respect of such Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Denomination without any further rounding. If no Day Count Fraction is specified in the relevant Final Terms then, in the case of Notes denominated in any currency other than U.S. dollars, the applicable Day Count Fraction shall be Actual/Actual (ICMA) (as defined in Condition 6E(5)(ii)) and, in the case of Notes denominated in U.S. dollars, the applicable Day Count Fraction shall be 30/360 (as defined in Condition 6E(5)(v)). (B) Interest – Floating Rate (Screen Rate Determination) (1) Notes, in relation to which this Condition 6B is specified in the relevant Final Terms as being applicable, shall bear interest at the rates per annum (or otherwise) determined in accordance with this Condition 6B. (2) Such Notes shall bear interest from their Issue Date (as specified in the relevant Final Terms) or from such other date as may be specified in the relevant Final Terms. Such interest will be payable on each Interest Payment Date (as defined in Condition 6E(1)) and on the date of the final maturity thereof (the “Maturity Date”) (if any). (3) The relevant Final Terms, in relation to Notes in relation to which this Condition 6B is specified as being applicable, shall specify which page (the “Relevant Screen Page”), on the Reuters Screen or any other information vending service, shall be applicable. For these purposes, “Reuters Screen” means the Reuters Money Market Rates Service (or such other service as may be nominated as the information vendor for the purpose of displaying comparable rates in succession thereto). The reference rate for such Notes shall be the Euro interbank offered rate (“EURIBOR”), in each case for the relevant period, as specified in the relevant Final Terms (the “Reference Rate”). Screen Rate Determination for Floating Rate Notes not referencing Compounded Daily SONIA, Compounded Daily SOFR or Weighted Average SOFR (4) The rate of interest (the “Rate of Interest”) for each Interest Period (as defined in Condition 6E(1)) in relation to Notes in relation to which this Condition 6B is specified as being applicable and the Reference Rate in respect of the Notes is not specified in the relevant Final Terms as being “Compounded Daily SONIA”, “Compounded Daily SOFR” or “Weighted Average SOFR” shall, subject to Condition 6H or 6I (as applicable), be determined by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms) on the following basis: (i) the Determination Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits rounded (if necessary) to the fourth decimal place, with 0.00005 being rounded upwards) in the relevant currency for a period of the duration of the relevant Interest Period according to the rate (or rates) appearing for the Reference Rate on the Relevant Screen Page as at the Relevant Time on the Interest Determination Date (as defined in Condition 6B(6)). If five or more rates for deposits appear for the Reference Rate on the Relevant Screen Page as at the Relevant Time on the Interest Determination Date, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Determination Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such rates for deposits; A54371967 89 (ii) if, on any Interest Determination Date, no such rate for deposits so appears (or, as the case may require, if fewer than three such rates for deposits so appear) or if the Relevant Screen Page (or any replacement therefor) is unavailable or if the Reference Rate is unavailable on the Relevant Screen Page, the Issuer will request appropriate quotations and the Determination Agent will determine the arithmetic mean of the rates at which deposits in the relevant currency are offered by four major banks in, in the case of Notes denominated in any currency other than euro, the London interbank market or, in the case of Notes denominated in euro, the Euro-zone interbank market, selected by the Determination Agent, at the Relevant Time on the Interest Determination Date to prime banks in, in the case of Notes denominated in any currency other than euro, the London interbank market or, in the case of Notes denominated in euro, the Euro-zone interbank market for a period of the duration of the relevant Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time. If two or more of such banks provide the Issuer with such quotations, the Rate of Interest for such Interest Period shall be the arithmetic mean (rounded (if necessary) to the fourth decimal place, with 0.00005 being rounded upwards) of such quotations. “Euro-zone” means the zone comprising the member states of the European Union that from time to time have the euro as their currency; (iii) if, on any Interest Determination Date, only three such rates for deposits are so quoted by such banks, the Determination Agent will determine the arithmetic mean (rounded as aforesaid) of the rates so quoted; or (iv) if fewer than three or no rates are so quoted by such banks, the Determination Agent will determine the arithmetic mean of the rates quoted by four major banks in the Relevant Financial Centre (as defined in Condition 8B(1)) (or, in the case of Notes denominated in euro, in such financial centre or centres as the Issuer may select), selected by the Issuer, at approximately 11.00 a.m. (Relevant Financial Centre time (or local time at such other financial centre or centres as aforesaid)) on the Interest Determination Date for loans in the relevant currency to leading European banks for a period of the duration of the relevant Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time, and the Rate of Interest applicable to such Notes during each Interest Period will be the sum of the relevant margin (the “Margin”) specified in the relevant Final Terms and the rate (or, as the case may be, the arithmetic mean) so determined; provided that, if the Determination Agent is unable to determine a rate (or, as the case may be, an arithmetic mean) in accordance with the above provisions in relation to any Interest Period, the Rate of Interest applicable to such Notes during such Interest Period will be the sum of the Margin and the rate (or, as the case may be, the arithmetic mean) last determined in relation to such Notes in respect of the preceding Interest Period; and provided always that, if there is specified in the relevant Final Terms a minimum interest rate (the “Minimum Rate of Interest”) or a maximum interest rate (the “Maximum Rate of Interest”), then the Rate of Interest shall in no event be less than or, as the case may be, exceed such Minimum Rate of Interest or Maximum Rate of Interest. Unless otherwise specified in the relevant Final Terms, the Minimum Rate of Interest shall be deemed to be zero. (5) The Determination Agent will, as soon as practicable after determining the Rate of Interest in relation to each Interest Period, calculate the amount of interest (the “Interest Amount”) payable in respect of the principal amount of each denomination of such Notes specified in the relevant


A54371967 90 Final Terms for the relevant Interest Period. The Interest Amount will be calculated by multiplying the product of the Rate of Interest for such Interest Period and: (i) in the case of such Notes in global form, the principal amount of such Notes; or (ii) in the case of such Notes in definitive form, the Calculation Amount, in each case, by the applicable Day Count Fraction specified in the relevant Final Terms and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Denomination of a Note to which this Condition 6B is specified in the relevant Final Terms as being applicable and which is in definitive form comprises more than one Calculation Amount, the Interest Amount payable in respect of such Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Denomination without any further rounding. If no Day Count Fraction is specified in the relevant Final Terms then, in the case of Notes denominated in any currency other than sterling, the applicable Day Count Fraction shall be Actual/360 (as defined in Condition 6E(5)) and, in the case of Notes denominated in sterling, the applicable Day Count Fraction shall be Actual/Actual (ISDA) (as defined in Condition 6E(5)). (6) For the purposes of these Conditions: (i) “Interest Determination Date” means, in respect of any Interest Period, the date falling such number (if any) of London Banking Days or, as the case may be, TARGET Days as may be specified in the relevant Final Terms prior to the first day of such Interest Period or, if none is specified: (a) in the case of Notes denominated in sterling, the first day of such Interest Period; or (b) in the case of Notes denominated in euro, the date falling two TARGET Days prior to the first day of such Interest Period; or (c) in any other case, the date falling two London Banking Days prior to the first day of such Interest Period; (ii) “London Banking Day” means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London; (iii) “Relevant Time” means the time as of which any rate is to be determined as may be specified in the relevant Final Terms or, if none is specified: (a) in the case of Notes denominated in euro, approximately 11.00 a.m. (Brussels time); or (b) in any other case, approximately 11.00 a.m. (London time); (iv) “TARGET Day” means any day on which T2 (as defined in Condition 8B(1)(c)) is open for the settlement of payments in euro; and (v) “sub-unit” means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent. A54371967 91 Screen Rate Determination for Floating Rate Notes referencing Compounded Daily SONIA – Non- Index Determination (7) The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes in relation to which: (i) this Condition 6B is specified as being applicable; (ii) the Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Compounded Daily SONIA”; and (iii) “Index Determination” is specified as “Not Applicable” in the relevant Final Terms shall, subject to Condition 6H or as provided below, be Compounded Daily SONIA with respect to such Interest Period plus or minus (as indicated in the relevant Final Terms) the applicable Margin all as determined by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms). “Compounded Daily SONIA” means, with respect to an Interest Period, the rate of return of a daily compound interest investment during the Observation Period corresponding to such Interest Period (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) as calculated by the Determination Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the relevant Final Terms) as at the relevant Interest Determination Date in accordance with the following formula (and the resulting percentage will be rounded if necessary to the nearest fifth decimal place, with 0.000005 being rounded upwards): 1+ SONIAi-pLBD × ni 365 -1 do i=1 × 365 d where: (i) “d” is the number of calendar days in: a. where “Lag” is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period; (ii) “do” means: a. where “Lag” is specified in as the Observation Method in the relevant Final Terms, the number of London Banking Days in the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the number of London Banking Days in the relevant Observation Period; (iii) “i” is a series of whole numbers from one to do, each representing the relevant London Banking Day in chronological order from, and including, the first London Banking Day in: a. where “Lag” is specified in as the Observation Method in the relevant Final Terms, the relevant Interest Period; or b. where “Shift” is specified in as the Observation Method in the relevant Final Terms, the relevant Observation Period; A54371967 92 (iv) “London Banking Day” or “LBD” means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London; (v) “ni” for any London Banking Day “i”, means the number of calendar days from (and including) such London Banking Day “i” up to (but excluding) the following London Banking Day; (vi) “Observation Period” means the period from (and including) the date falling “p” London Banking Days prior to the first day of the relevant Interest Period to (but excluding) the date falling “p” London Banking Days prior to (A) (in the case of an Interest Period) the Interest Payment Date for such Interest Period or (B) (in the case of any other Interest Period) the date on which the relevant payment of interest falls due; (vii) “p” means: a. where “Lag” is specified as the Observation Method in the relevant Final Terms, the number of London Banking Days by which an Observation Period precedes the corresponding Interest Period, being the number of London Banking Days specified as the “Lag Period (p)” in the relevant Final Terms (which shall not, without the prior agreement of the Determination Agent be less than five, or, if no such number is so specified, five London Banking Days); or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the number of London Banking Days by which an Observation Period precedes the corresponding Interest Period, being the number of London Banking Days specified as the “Shift Period (p)” in the relevant Final Terms (which shall not, without the prior agreement of the Determination Agent be less than five, or, if no such number is so specified, five London Banking Days); (viii) the “SONIA reference rate”, in respect of any London Banking Day (“LBDx”), is a reference rate equal to the daily Sterling Overnight Index Average (“SONIA”) rate for such LBDx as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page (or, if the Relevant Screen Page is unavailable, as otherwise published by such authorised distributors) on the London Banking Day immediately following LBDx; and (ix) “SONIAi-pLBD” means: a. where “Lag” is specified as the Observation Method in the relevant Final Terms, in respect of any London Banking Day falling in the relevant Observation Period, the SONIA reference rate for the London Banking Day falling “p” London Banking Days prior to the relevant London Banking Day “i”; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the SONIA reference rate for the relevant London Banking Day “i”. If, in respect of any London Banking Day in the relevant Observation Period, the applicable SONIA reference rate is not made available on the Relevant Screen Page or has not otherwise been published by the relevant authorised distributors, then (unless the Determination Agent (or other party responsible for the calculation of the Rate of Interest, as specified in the relevant Final Terms) has been notified of any Successor Rate or Alternative Rate (and any related Adjustment Spread and/or Benchmark Amendments) pursuant to Condition 6H, if applicable) the SONIA reference rate in respect of such London Banking Day shall be: (i) the Bank of England’s Bank Rate (the “Bank Rate”) prevailing at 5.00 p.m. (or, if earlier, close of business) on such London A54371967 93 Banking Day; plus (ii) the mean of the spread of the SONIA reference rate to the Bank Rate over the previous five London Banking Days on which a SONIA reference rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads). Screen Rate Determination for Floating Rate Notes referencing Compounded Daily SONIA – Index Determination (8) The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes in relation to which: (i) this Condition 6B is specified as being applicable; (ii) the Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Compounded Daily SONIA”; and (iii) “Index Determination” is specified as “Applicable” in the relevant Final Terms shall, subject to Condition 6H and as provided below, be the SONIA Compounded Index Rate with respect to such Interest Period plus or minus (as indicated in the relevant Final Terms) the Margin. “SONIA Compounded Index Rate” means, with respect to an Interest Period, the rate of return of a daily compound interest investment during the Observation Period corresponding to such Interest Period (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) (expressed as a percentage and rounded, if necessary, to the fifth decimal place, with 0.000005 being rounded upwards) and will be calculated by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms) on the Interest Determination Date in accordance with the following formula: 𝑆𝑂𝑁𝐼𝐴 𝐶𝑜𝑚𝑝𝑜𝑢𝑛𝑑𝑒𝑑 𝐼𝑛𝑑𝑒𝑥 𝑆𝑂𝑁𝐼𝐴 𝐶𝑜𝑚𝑝𝑜𝑢𝑛𝑑𝑒𝑑 𝐼𝑛𝑑𝑒𝑥 − 1 × 365 𝑑 where: (i) “London Banking Day” and “Observation Period” have the meanings set out in Condition 6B(7) above; (ii) “d” means the number of calendar days in the relevant Observation Period; (iii) “p” means the number of London Banking Days included in the SONIA Compounded Index Observation Period specified in the relevant Final Terms (or, if no such number is specified, five London Banking Days); (iv) “SONIA Compounded Index” means the index known as the SONIA Compounded Index administered by the Bank of England (or any successor administrator thereof); (v) “SONIA Compounded IndexStart” means, with respect to an Interest Period, the SONIA Compounded Index Value on the first day of the relevant Observation Period; (vi) “SONIA Compounded IndexEnd” means the SONIA Compounded Index Value on the last day of the relevant Observation Period; and (vii) “SONIA Compounded Index Value” means, in relation to any London Banking Day, the value of the SONIA Compounded Index as published on the Relevant Screen Page on such London Banking Day or, if the value of the SONIA Compounded Index cannot be obtained from the Relevant Screen Page, as published on the Bank of England’s website at www.bankofengland.co.uk/boeapps/database/(or such other page or website as may replace such


A54371967 94 page for the purposes of publishing the SONIA Compounded Index) in respect of the relevant London Banking Day. Subject to Condition 6H, if the SONIA Compounded Index Value is not available in relation to any Interest Period on the Relevant Screen Page or the Bank of England’s website (or such other page or website referred to in the definition of “SONIA Compounded Index Value” above) for the determination of either or both of SONIA Compounded IndexStart and SONIA Compounded IndexEnd, the Rate of Interest for such Interest Period shall be “Compounded Daily SONIA” determined in accordance with Condition 6B(7) above plus or minus (as indicated in the relevant Final Terms) the applicable Margin and as if Index Determination were specified in the relevant Final Terms as being “Not Applicable”, and for these purposes: (A) (i) the “Observation Method” shall be deemed to be “Shift” and (ii) the “Observation Period” shall be deemed to be equal to the “SONIA Compounded Index Observation Period”, as if those alternative elections had been made in the relevant Final Terms; and (B) the “Relevant Screen Page” shall be deemed to be the “Relevant Fallback Screen Page” specified in the relevant Final Terms. Screen Rate Determination for Floating Rate Notes referencing SOFR – Non-Index Determination (9) Compounded Daily SOFR The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes and in relation to which: (i) this Condition 6B is specified as being applicable; (ii) the Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Compounded Daily SOFR”; and (iii) “Index Determination” is specified as ‘Not Applicable’ in the relevant Final Terms shall, subject to Condition 6H or 6I (as applicable), be Compounded Daily SOFR with respect to such Interest Period plus or minus (as indicated in the relevant Final Terms) the applicable Margin all as determined by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms). “Compounded Daily SOFR” means, with respect to an Interest Period, the rate of return of a daily compound interest investment during the Observation Period corresponding to such Interest Period (with the daily U.S. dollars secured overnight financing rate as reference rate for the calculation of interest) as calculated by the Determination Agent as at the relevant Interest Determination Date in accordance with the following formula (and the resulting percentage will be rounded if necessary to the nearest fifth decimal place, with 0.000005 being rounded upwards): 1 + 𝑆𝑂𝐹𝑅 × 𝑛 360 − 1 × 360 𝑑 where: (i) “d” is the number of calendar days in: a. where “Lag” or “Lock-out” is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period; (ii) “do” means: A54371967 95 a. where “Lag” or “Lock-out” is specified as the Observation Method in the relevant Final Terms, the number of U.S. Government Securities Business Days in the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the number of U.S. Government Securities Business Days in the relevant Observation Period; (iii) “i” is a series of whole numbers from one to “do”, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in: a. where “Lag” or “Lock-out” is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period; (iv) “Lock-out Period” means the period from, and including, the day following the Interest Determination Date to, but excluding, the corresponding Interest Payment Date; (v) “New York Fed's Website” means the website of the Federal Reserve Bank of New York (or a successor administrator of SOFR) or any successor source; (vi) “ni” for any U.S. Government Securities Business Day "i", means the number of calendar days from, and including, such U.S. Government Securities Business Day "i" up to, but excluding, the following U.S. Government Securities Business Day; (vii) “Observation Period” means the period from, and including, the date falling "p" U.S. Government Securities Business Days prior to the first day of the relevant Interest Period to, but excluding, the date which is "p" U.S. Government Securities Business Days prior to the Interest Payment Date for such Interest Period (or the date falling "p" U.S. Government Securities Business Days prior to such earlier date, if any, on which the Notes become due and payable); (viii) “p” means: a. where “Lag” is specified as the Observation Method in the relevant Final Terms, the number of U.S. Government Securities Business Days specified as the “Lag Period” in the relevant Final Terms (or, if no such number is so specified, five U.S. Government Securities Business Days); b. where “Lock-out” is specified as the Observation Method in the relevant Final Terms, zero U.S. Government Securities Business Days; or (iii) where “Shift” is specified as the Observation Method in the relevant Final Terms, the number of U.S. Government Securities Business Days specified as the “Observation Period” in the relevant Final Terms (or, if no such number is specified, five U.S. Government Securities Business Days); (ix) “Reference Day” means each U.S. Government Securities Business Day in the relevant Interest Period, other than any U.S. Government Securities Business Day in the Lock-out Period; (x) “SOFR” in respect of any U.S. Government Securities Business Day (“USBDx”), is a reference rate equal to the daily secured overnight financing rate as provided by the Federal Reserve Bank of New York, as the administrator of such rate (or any successor administrator of such rate) on the New York Fed's Website, in each case at or around 3.00 p.m. (New York City time) on the U.S. Government Securities Business Day immediately following such USBDx; A54371967 96 (xi) “SOFRi” means the SOFR for: a. where “Lag” is specified as the Observation Method in the relevant Final Terms, the U.S. Government Securities Business Day falling “p” U.S. Government Securities Business Days prior to the relevant U.S. Government Securities Business Day “i”; b. where “Lock-out” is specified as the Observation Method in the relevant Final Terms: (i) in respect of each U.S. Government Securities Business Day “i” that is a Reference Day, the SOFR in respect of the U.S. Government Securities Business Day immediately preceding such Reference Day; or (ii) in respect of each U.S. Government Securities Business Day “i" that is not a Reference Day (being a U.S. Government Securities Business Day in the Lock-out Period), the SOFR in respect of the U.S. Government Securities Business Day immediately preceding the last Reference Day of the relevant Interest Period (such last Reference Day coinciding with the Interest Determination Date); or c. where “Shift” is specified as the Observation Method in the relevant Final Terms, the relevant U.S. Government Securities Business Day “i”; (xii) “U.S. dollar” means the currency of the United States of America; and (xiii) “U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. (10) Weighted Average SOFR The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes in relation to which (i) this Condition 6B is specified as being applicable; (ii) the Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Weighted Average SOFR” and (iii) “Index Determination” is specified as ‘Not Applicable’ in the relevant Final Terms shall, subject to Condition 6H or Condition 6I (as applicable), be Weighted Average SOFR with respect to such Interest Period plus or minus (as indicated in the relevant Final Terms) the applicable Margin all as determined by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms). "Weighted Average SOFR" means: (a) where “Lag” is specified as the Observation Method in the relevant Final Terms, the arithmetic mean of the SOFR in effect for each calendar day during the relevant Observation Period, calculated by multiplying each relevant SOFR by the number of calendar days such rate is in effect, determining the sum of such products and dividing such sum by the number of calendar days in the relevant Observation Period. For these purposes, the SOFR in effect for any calendar day which is not a U.S. Government Securities Business Day shall be deemed to be the SOFR in effect for the U.S. Government Securities Business Day immediately preceding such calendar day; and (b) where “Lock-out” is specified as the Observation Method in the relevant Final Terms, the arithmetic mean of the SOFR in effect for each calendar day during the relevant Interest Period, calculated by multiplying each relevant SOFR by the number of days such rate is in effect, determining the sum of such products and dividing such sum by the number of A54371967 97 calendar days in the relevant Interest Period, provided however that for any calendar day of such Interest Period falling in the Lock-out Period, the relevant SOFR for each day during that Lock-out Period will be deemed to be the SOFR in effect for the Reference Day immediately preceding the first day of such Lock-out Period. For these purposes, the SOFR in effect for any calendar day which is not a U.S. Government Securities Business Day shall, subject to the proviso above, be deemed to be the SOFR in effect for the U.S. Government Securities Business Day immediately preceding such calendar day. Defined terms used in this Condition 6B(10) and not otherwise defined herein have the meanings given to them in Condition 6B(9). (11) SOFR Unavailable Subject to Condition 6H or 6I (as applicable), if, where any Rate of Interest is to be calculated pursuant to Condition 6B(9) or 6B(10), in respect of any U.S. Government Securities Business Day in respect of which an applicable SOFR is required to be determined, such SOFR is not available, such SOFR shall be the SOFR for the first preceding U.S. Government Securities Business Day in respect of which the SOFR was published on the New York Fed's Website. Screen Rate Determination for Floating Rate Notes referencing SOFR – Index Determination (12) The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes and in relation to which: (i) this Condition 6B is specified as being applicable; (ii) the Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Compounded Daily SOFR”; and (iii) “Index Determination” is specified as “Applicable” in the relevant Final Terms shall, subject to Condition 6H or 6I (as applicable), be the sum of Compounded SOFR with respect to such Interest Period plus or minus (as indicated in the relevant Final Terms) the applicable Margin all as determined by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms). “Compounded SOFR” means, with respect to an Interest Period, the rate (expressed as a percentage and rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) determined by the Determination Agent in accordance with the following formula: 𝑆𝑂𝐹𝑅 𝐼𝑛𝑑𝑒𝑥 𝑆𝑂𝐹𝑅 𝐼𝑛𝑑𝑒𝑥 − 1 𝑥 360 𝑑 where: (i) “dc” is the number of calendar days from, and including, the day in relation to which SOFR IndexStart is determined to, but excluding, the day in relation to which SOFR IndexEnd is determined; (ii) “Relevant Number” is the number specified as such in the relevant Final Terms (or, if no such number is specified, five); (iii) “SOFR” means the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR Administrator's Website; (iv) “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of SOFR); (v) “SOFR Administrator's Website” means the website of the SOFR Administrator, or any successor source;


A54371967 98 (vi) “SOFR Index”, with respect to any U.S. Government Securities Business Day, means the SOFR index value as published by the SOFR Administrator as such index appears on the SOFR Administrator's Website at or around 3.00 p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Determination Time”); (vii) “SOFR IndexStart”, with respect to an Interest Period, is the SOFR Index value for the day which is the Relevant Number of U.S. Government Securities Business Days preceding the first day of such Interest Period; (viii) “SOFR IndexEnd”, with respect to an Interest Period, is the SOFR Index value for the day which is the Relevant Number of U.S. Government Securities Business Days preceding (A) the Interest Payment Date for such Interest Period, or (B) such other date on which the relevant payment of interest falls due (but which by its definition or the operation of the relevant provisions is excluded from such Interest Period); and If, as at any relevant SOFR Determination Time, the relevant SOFR Index is not published or displayed on the SOFR Administrator's Website by the SOFR Administrator, the Compounded SOFR for the applicable Interest Period for which the relevant SOFR Index is not available shall be “Compounded Daily SOFR” determined in accordance with Condition 6B(9) above as if “Index Determination” were specified in the relevant Final Terms as being “Not Applicable”, and for these purposes: (i) the “Observation Method” shall be deemed to be “Shift”; and (ii) the “Observation Period” shall be deemed to be equal to the Relevant Number of U.S. Government Securities Business Days, as if such alternative elections had been made in the relevant Final Terms. Defined terms used in this Condition 6B(12) and not otherwise defined herein have the meanings given to them in Condition 6B(9). (13) Subject to Condition 6H or 6I (as applicable), in the event that the Rate of Interest cannot be determined in accordance with the relevant paragraph of this Condition 6(B), the Rate of Interest shall be: (i) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin, Maximum Rate of Interest and/or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest (as the case may be) relating to the relevant Interest Period, in place of the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest (as applicable) relating to that last preceding Interest Period); or (ii) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to such Series of Notes for the first scheduled Interest Period had the Notes been in issue for a period equal in duration to the first scheduled Interest Period but ending on (and excluding) the Issue Date (applying the Margin and, if applicable, any Maximum Rate of Interest and/or Minimum Rate of Interest, applicable to the first scheduled Interest Period). (14) If the relevant Series of Notes becomes due and payable in accordance with Condition 10, the final Rate of Interest shall be calculated for the Interest Period to (but excluding) the date on which the Notes become so due and payable, and such Rate of Interest shall continue to apply to the Notes for so long as interest continues to accrue thereon as provided in Condition 6E(4). A54371967 99 (C) Interest – Floating Rate (ISDA Determination) (1) Notes, in relation to which this Condition 6C is specified in the relevant Final Terms as being applicable, shall bear interest at the rates per annum (or otherwise) determined in accordance with this Condition 6C. (2) The Rate of Interest for such Notes for each Interest Period shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of this Condition 6C(2), “ISDA Rate” for an Interest Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under a Swap Transaction under the terms of an agreement incorporating the ISDA Definitions and under which: (a) the Floating Rate Option is as specified in the relevant Final Terms; (b) the Designated Maturity is a period specified in the relevant Final Terms; and (c) the relevant Reset Date is the first day of that Interest Period unless otherwise specified in the relevant Final Terms. (3) For the purposes of this Condition 6C(3), “Floating Rate”, “Calculation Agent”, “Floating Rate Option”, “Designated Maturity”, “Reset Date” and “Swap Transaction” have the meanings given to those terms in the ISDA Definitions. (D) Interest – Supplemental Provision Conditions 6E(1), 6E(2), 6E(3) and 6E(5) shall be applicable to all Notes which are interest-bearing in the manner specified therein and, as appropriate, in the relevant Final Terms. (E) Interest Payment Date Conventions (1) The Final Terms in relation to each Tranche of Notes to which Condition 6B is applicable shall specify which of the following conventions shall be applicable, namely: (i) the “FRN Convention”, in which case interest shall be payable in arrear on each date (each, an “Interest Payment Date”) which numerically corresponds to their Issue Date or such other date as may be specified in the relevant Final Terms or, as the case may be, the preceding Interest Payment Date in the calendar month which is the number of months specified in the relevant Final Terms after the calendar month in which such Issue Date or such other date as aforesaid or, as the case may be, the preceding Interest Payment Date occurred, provided that: (a) if there is no such numerically corresponding day in the calendar month in which an Interest Payment Date should occur, then the relevant Interest Payment Date will be the last day which is a Business Day in that calendar month; (b) if an Interest Payment Date would otherwise fall on a day which is not a Business Day, then the relevant Interest Payment Date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day which is a Business Day; and (c) if such Issue Date or such other date as aforesaid or the preceding Interest Payment Date occurred on the last day in a calendar month which was a Business Day, then all subsequent Interest Payment Dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the calendar A54371967 100 month in which such Issue Date or such other date as aforesaid or, as the case may be, the preceding Interest Payment Date occurred; or (ii) the “Modified Following Business Day Convention”, in which case interest shall be payable in arrear on such dates (each, an “Interest Payment Date”) as are specified in the relevant Final Terms; provided that, if any Interest Payment Date would otherwise fall on a date which is not a Business Day, the relevant Interest Payment Date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case the relevant Interest Payment Date will be the first preceding day which is a Business Day, save in respect of Notes for which the reference rate is specified to be Compounded Daily SOFR or Weighted Average SOFR in the relevant Final Terms, in which case, the payment of principal or interest will be made on the next succeeding Business Day, but the final Interest Payment Date will not be postponed and interest on that payment will not accrue during the period from and after the scheduled final Interest Payment Date. Each period beginning on (and including) such Issue Date or such other date as aforesaid and ending on (but excluding) the first Interest Payment Date and each period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date is herein called an “Interest Period”. Notification of Rates of Interest, Interest Amounts and Interest Payment Dates (2) The Determination Agent will cause each Rate of Interest, floating rate, Interest Payment Date, final day of an interest calculation period, Interest Amount, floating amount or other item, as the case may be, determined or calculated by it to be notified to the Issuer, the Guarantor(s), the Trustee and the Principal Paying Agent (from whose respective specified offices such information will be available) and, in the case of Notes admitted to the Official List and trading on the London Stock Exchange and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange (as specified in the relevant Final Terms), cause each such Rate of Interest, floating rate, Interest Payment Date, final day of an interest calculation period, Interest Amount, floating amount or other item, as the case may be, to be notified to the Financial Conduct Authority and/or the London Stock Exchange and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange (as specified in the relevant Final Terms) as soon as practicable after such determination but in any event not later than the fourth London Banking Day thereafter. The Determination Agent will be entitled (with the prior written consent of the Trustee) to amend any Interest Amount, floating amount, Interest Payment Date or final day of an interest calculation period (or to make appropriate alternative arrangements by way of adjustment) without prior notice in the event of the extension or abbreviation of the relevant Interest Period or an interest calculation period and such amendment or adjustment will be notified in accordance with the first sentence of this Condition 6E(2). (3) The determination or calculation by the Determination Agent of all rates of interest and amounts of interest and other items falling to be determined or calculated by it for the purposes of this Condition 6 shall, in the absence of manifest error, be final and binding on all parties. Accrual of Interest (4) Interest shall accrue on the principal amount of each Note or, in the case of a partly paid Note, on the paid-up principal amount of such Note or otherwise as indicated in the relevant Final Terms. Interest will cease to accrue as from the due date for redemption therefor unless (except in the case of any payment where presentation and/or surrender of the relevant Note is not required as A54371967 101 a precondition of payment), upon due presentation or surrender thereof, payment in full of the principal amount or, as the case may be, redemption amount is improperly withheld or refused, in which case, interest shall continue to accrue thereon as provided in the Trust Deed. (5) The applicable “Day Count Fraction” means, in respect of the calculation of an amount for any period of time (from and including the first day of such period to but excluding the last day of such period) whether or not constituting an Interest Period (a “Calculation Period”), such Day Count Fraction as may be specified in the relevant Final Terms or, if no Day Count Fraction is specified in the relevant Final Terms, such Day Count Fraction as is specified in Condition 6A or Condition 6B(5), as the case may be, and: (i) if “Actual/Actual (ISDA)” or “Actual/Actual” is so specified, means the actual number of days in such Calculation Period divided by 365 (or, if any portion of such Calculation Period falls in a leap year, the sum of (a) the actual number of days in such portion of such Calculation Period falling in a leap year divided by 366 and (b) the actual number of days in such portion of such Calculation Period falling in a non-leap year divided by 365); (ii) if “Actual/Actual (ICMA)” is so specified: (a) if such Calculation Period falls within a single Determination Period, means the actual number of days in such Calculation Period divided by the product of the number of days in the Determination Period in which it falls and the number of Determination Periods in any year; and (b) if such Calculation Period does not fall within a single Determination Period, means the sum of (x) the actual number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of the actual number of days in that Determination Period and the number of Determination Periods in any year and (y) the actual number of days in such Calculation Period falling in the subsequent Determination Period divided by the product of the actual number of days in the subsequent Determination Period and the number of Determination Periods in any year; “Determination Period” means, in the case of Notes in relation to which Condition 6A is specified in the relevant Final Terms, the period from, and including, a Fixed Interest Payment Date in any year to, and excluding, the next Fixed Interest Payment Date; (iii) if “Actual/365 (Fixed)” is so specified, means the actual number of days in such Calculation Period divided by 365; (iv) if “Actual/360” is so specified, means the actual number of days in such Calculation Period divided by 360; (v) if “30/360”, “360/360” or “Bond Basis” is so specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = 360 )()](30[)](360[ 121212 DDMMxYYx  where: “Y1” is the year, expressed as a number, in which the first day of such Calculation Period falls;


A54371967 102 “Y2” is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of such Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “D1” is the first calendar day, expressed as a number, of such Calculation Period, unless such number is 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (vi) if “30E/360” or “Eurobond Basis” is so specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = 360 )()](30[)](360[ 121212 DDMMxYYx  where: “Y1” is the year, expressed as a number, in which the first day of such Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of such Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “D1” is the first calendar day, expressed as a number, of such Calculation Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless such number would be 31, in which case D2 will be 30; and (vii) if “30E/360 (ISDA)” is so` specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = 360 )()](30[)](360[ 121212 DDMMxYYx  where: “Y1” is the year, expressed as a number, in which the first day of such Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; A54371967 103 “M1” is the calendar month, expressed as a number, in which the first day of such Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “D1” is the first calendar day, expressed as a number, of such Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31 and in which case D2 will be 30. (F) Interest – Floating Rate – Linear Interpolation Where Linear Interpolation is specified in the relevant final terms as applicable in respect of an Interest Period, the Rate of Interest for such Interest Period shall be calculated by the Determination Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Condition 6B is specified hereon as applicable) or the relevant Floating Rate Option (where Condition 6C is specified hereon as applicable), one of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period and the other of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period provided however that if there is no rate available for the period of time next shorter or, as the case may be, next longer, then the Determination Agent shall determine such rate at such time and by reference to such sources as it determines appropriate. “Applicable Maturity” means: (a) in relation to Screen Rate Determination, the period of time designated in the Reference Rate, and (b) in relation to ISDA Determination, the Designated Maturity. (G) Zero Coupon Notes Where a Note the interest basis of which is specified in the relevant Final Terms to be Zero Coupon is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the early redemption amount of such Note. As from the Maturity Date, the Rate of Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as described in Condition 7(i)). (H) Benchmark Discontinuation – Independent Adviser This Condition 6H shall apply to Notes only if “Benchmark Discontinuation – Independent Adviser” is specified in the relevant Final Terms. (1) Independent Adviser If the Issuer determines that a Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate then the Issuer shall use its reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, to determine, in consultation with the Issuer, a Successor Rate, failing which an Alternative Rate (in accordance with Condition 6H(2)) and, in either case, an Adjustment Spread if any (in accordance with Condition 6H(3)) and any Benchmark Amendments (in accordance with Condition 6H(4)). A54371967 104 For the avoidance of doubt, the Principal Paying Agent shall not be obliged to monitor or inquire whether a Benchmark Event has occurred or have any liability in respect thereof. An Independent Adviser appointed pursuant to this Condition 6H shall act in good faith and in a commercially reasonable manner as an expert and in consultation with the Issuer. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Trustee, the Paying Agents, the Noteholders or the Couponholders for any determination made by it, pursuant to this Condition 6H. If: (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with Condition 6H(2) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this Condition 6H(1) shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, this Condition 6H(1). (2) Successor Rate or Alternative Rate If the Independent Adviser, determines that: (a) there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided in Condition 6H(3)) subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 6H); or (b) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided in Condition 6H(3)) subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 6H). (3) Adjustment Spread If the Independent Adviser determines (i) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative Rate (as the case may be). If the Independent Adviser is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, or determines that no Adjustment Spread is required to be applied, then the Successor Rate or Alternative Rate (as applicable) will apply without an Adjustment Spread. Notwithstanding any other provision of this Condition 6, if in the Determination Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under this Condition 6, the Determination Agent shall promptly notify the Issuer thereof and the Issuer or the Independent Adviser on behalf of the Issuer shall direct the Determination Agent in writing as to which alternative course of action to adopt. If the Determination Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any A54371967 105 reason, it shall notify the Issuer and the Trustee thereof and the Determination Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. (4) Benchmark Amendments If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 6H and the Independent Adviser determines (i) that amendments to the Conditions, the Paying Agency Agreement and/or the Trust Deed are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread or to follow market practice in relation thereof (such amendments, the “Benchmark Amendments”) and (ii) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 6H(5), without any requirement for the consent or approval of Noteholders, vary these Conditions, the Paying Agency Agreement and/or the Trust Deed to give effect to such Benchmark Amendments with effect from the date specified in such notice. Such Benchmark Amendments shall not, without the prior consent of the party responsible for determining the Rate of Interest, either impose more onerous obligations on such party or expose such party to any additional duties. At the request of the Issuer, but subject to receipt by the Trustee of a certificate signed by an authorised signatory of the Issuer pursuant to Condition 6H(5), the Trustee shall (at the expense of the Issuer), without any requirement for the consent or approval of the Noteholders, be obliged to concur with the Issuer in effecting any Benchmark Amendments (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed and/or the Paying Agency Agreement), provided that the Trustee shall not be obliged so to concur if in the opinion of the Trustee doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Trustee in these Conditions or the Trust Deed or the Paying Agency Agreement (including, for the avoidance of doubt, any supplemental trust deed or supplemental paying agency agreement) in any way. Notwithstanding any other provision of this Condition 6H, the Determination Agent or any Paying Agent is not obliged to concur with the Issuer or the Independent Adviser in respect of any changes or amendments as contemplated under this Condition 6H which, in the sole opinion of the Determination Agent or the relevant Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Determination Agent or the relevant Paying Agent (as applicable) in the Paying Agency Agreement and/or these Conditions. In connection with any such variation in accordance with this Condition 6H(4), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading. (5) Notices Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments, determined under this Condition 6H will be notified promptly by the Issuer to the Trustee, the Determination Agent, the Paying Agents and, in accordance with Condition 14, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any. No later than notifying the Noteholders of the same, the Issuer shall deliver to the Trustee, the Determination Agent and the Paying Agents a certificate signed by an authorised signatory of the Issuer:


A54371967 106 (a) confirming (i) that a Benchmark Event has occurred, (ii) the Successor Rate or, as the case may be, the Alternative Rate and, (iii) where applicable, any Adjustment Spread and/or the specific terms of any Benchmark Amendments, in each case as determined in accordance with the provisions of this Condition 6H; and (b) certifying that the Benchmark Amendments are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread or to follow market practice in relation thereof. Each of the Trustee, the Determination Agent and the Paying Agents shall be entitled to rely on such certificate (without liability to any person) as sufficient evidence thereof. The Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) and without prejudice to the Trustee’s or the Determination Agent’s or the Paying Agents’ ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Determination Agent, the Paying Agents and the Noteholders. (6) Survival of Original Reference Rate Without prejudice to the obligations of the Issuer under Conditions 6H(1), (2) and (3), the Original Reference Rate and the fallback provisions provided for in Condition 6B(4) will continue to apply unless and until the Issuer determines that a Benchmark Event has occurred, and the Trustee and the Principal Paying Agent have been notified of the Successor Rate or Alternative Rate (as the case may be) and the Adjustment Spread and any Benchmark Amendments in accordance with this Condition. (7) Definitions As used in this Condition 6H: “Adjustment Spread” means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which: (i) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such recommendation has been made, or in the case of an Alternative Rate); (ii) the Independent Adviser determines is customarily applied to the relevant Successor Rate or the Alternative Rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for the Original Reference Rate; or (if the Independent Advisor determines no such spread is customarily applied); or (iii) the Independent Adviser determines, is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be). “Alternative Rate” means an alternative benchmark or screen rate which the Independent Adviser, determines in accordance with Condition 6H(2) is customary in market usage in the international debt capital markets for the purposes of determining rates of interest (or the relevant component part thereof) in the same Specified Currency as the Notes. “Benchmark Amendments” has the meaning given to it in Condition 6H(4). A54371967 107 “Benchmark Event” means: (1) the Original Reference Rate ceasing be published for a period of at least 5 Business Days or ceasing to exist; or (2) the making of a public statement by the administrator of the Original Reference Rate that it has ceased or that it will by a specified future date cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or (3) the making of a public statement by the supervisor of the administrator of the Original Reference Rate, that the Original Reference Rate has been or will be permanently or indefinitely discontinued; or (4) the making of a public statement by the supervisor of the administrator of the Original Reference Rate as a consequence of which the Original Reference Rate will be prohibited from being used either generally, or in respect of the Notes; or (5) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate is or will be (or is or will be deemed by such supervisor to be) no longer representative of its relevant underlying market; or (6) it has become unlawful for any Paying Agent, Determination Agent or the Issuer to calculate any payments due to be made to any Noteholder using the Original Reference Rate, provided that the Benchmark Event shall be deemed to occur (a) in the case of sub-paragraphs (2) and (3) above, on the date of the cessation of publication of the Original Reference Rate or the discontinuation of the Original Reference Rate, as the case may be, (b) in the case of sub-paragraph (4) above, on the date of the prohibition of use of the Original Reference Rate and (c) in the case of sub- paragraph (5) above, on the date with effect from which the Original Reference Rate will no longer be (or will be deemed by the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the relevant public statement, and, in each case, not the date of the relevant public statement. The occurrence of a Benchmark Event shall be determined by the Issuer and promptly notified to the Trustee, the Determination Agent and the Paying Agents. For the avoidance of doubt, neither the Trustee, the Determination Agent nor the Paying Agents shall have any responsibility for making such determination. “Independent Adviser” means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer under Condition 6H(1). “Original Reference Rate” means the originally-specified benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Notes. “Relevant Nominating Body” means, in respect of a benchmark or screen rate (as applicable): (i) the central bank, reserve bank, monetary authority or any such similar institution for the currency to which the benchmark or screen rate (as applicable) relates, or any other central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or (ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank, reserve bank, monetary authority or any such similar institution A54371967 108 for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof. “Successor Rate” means a successor to or replacement of the Original Reference Rate (and related alternative screen page or source if available) which is formally recommended by any Relevant Nominating Body. (I) Benchmark Discontinuation – ARRC SOFR This Condition 6I shall apply to Notes only if “Benchmark Discontinuation – ARRC – SOFR” is specified in the relevant Final Terms. (1) Benchmark Replacement If the Issuer determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Notes in respect of such determination on such date and for all determinations on all subsequent dates. (2) Benchmark Replacement Conforming Changes In connection with the implementation of a Benchmark Replacement, the Issuer will have the right to make Benchmark Replacement Conforming Changes from time to time, without any requirement for the consent or approval of Noteholders. At the request of the Issuer, but subject to receipt by the Trustee of a certificate signed by an authorised signatory of the Issuer pursuant to Condition 6I(4), the Trustee shall (at the expense of the Issuer), without any requirement for the consent or approval of the Noteholders, be obliged to concur with the Issuer in effecting any Benchmark Replacement Conforming Changes (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed and/or the Paying Agency Agreement), provided that the Trustee shall not be obliged so to concur if in the opinion of the Trustee doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Trustee in these Conditions or the Trust Deed or the Paying Agency Agreement (including, for the avoidance of doubt, any supplemental trust deed or supplemental agency agreement) in any way. (3) Decisions and Determinations Any determination, decision or election that may be made by the Issuer pursuant to this Condition 6I, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non- occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection: (i) will be conclusive and binding absent manifest error; (ii) will be made in the sole discretion of the Issuer; and (iii) notwithstanding anything to the contrary in the documentation relating to the Notes, shall become effective without consent from the holders of the Notes or any other party. (4) Notices, etc A54371967 109 Any Benchmark Replacement and the specific terms of any Benchmark Replacement Conforming Changes determined under this Condition 6I will be notified promptly by the Issuer to the Trustee, the Determination Agent, the Paying Agents and, in accordance with Condition 14, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Replacement Conforming Changes, if any. No later than notifying the Noteholders of the same, the Issuer shall deliver to the Trustee, the Determination Agent and the Paying Agents a certificate signed by an authorised signatory of the Issuer: (a) confirming (i) that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, (ii) the relevant Benchmark Replacement and (iii) where applicable, the specific terms of any Benchmark Replacement Conforming Changes, in each case as determined in accordance with the provisions of this Condition 6I; and (b) certifying that the Benchmark Replacement Conforming Changes (if applicable) are appropriate to reflect the adoption of the relevant Benchmark Replacement. Each of the Trustee, the Determination Agent and the Paying Agents shall be entitled to rely on such certificate (without liability to any person) as sufficient evidence thereof. The Benchmark Replacement and the Benchmark Replacement Conforming Changes (if any) specified in such certificate will (in the absence of manifest error and without prejudice to the Trustee’s or the Determination Agent’s or the Paying Agents’ ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Determination Agent, the Paying Agents and the Noteholders. (5) Definitions For the purposes of this Condition 6I: “Benchmark” means, initially, Compounded SOFR or Weighted Average SOFR, as specified in the relevant Final Terms; provided that, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR or Weighted Average SOFR (or the published daily SOFR used in the calculation thereof) or the then-current Benchmark, then “Benchmark” shall mean the applicable Benchmark Replacement; “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Issuer as of the Benchmark Replacement Date: (i) the sum of (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment; (ii) the sum of (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or (iii) the sum of (a) the alternate rate of interest that has been selected by the Issuer as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment; “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Issuer as of the Benchmark Replacement Date: (i) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; or


A54371967 110 (ii) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or (iii) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Issuer giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar- denominated floating rate notes at such time; “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the timing and frequency of determining rates and making payments of interest) that the Issuer decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer decides that adoption of any portion of such market practice is not administratively feasible or if the Issuer determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer determines is reasonably necessary); “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof): (i) in the case of sub-paragraph (i) or (ii) of the definition of “Benchmark Transition Event”, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark (or such component) permanently or indefinitely ceases to provide the Benchmark (or such component); or (ii) in the case of sub-paragraph (iii) of the definition of “Benchmark Transition Event”, the date of the public statement or publication of information referenced therein. For the avoidance of doubt, if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination; “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof): (i) a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or (ii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or A54371967 111 (iii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative; “ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time; “ISDA Fallback Adjustment” means the spread adjustment, (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark; “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor, excluding the applicable ISDA Fallback Adjustment; “Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the Relevant Time, and (2) if the Benchmark is not Compounded SOFR, the time determined by the Issuer after giving effect to the Benchmark Replacement Conforming Changes; “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto; and “Unadjusted Benchmark Replacement” means the Benchmark Replacement, excluding the Benchmark Replacement Adjustment. 7 Redemption and Purchase (a) Final Redemption Unless previously redeemed, or purchased and cancelled, Notes shall be redeemed at their principal amount (or at such other redemption amount as may be specified in the relevant Final Terms) on the date or dates (or, in the case of Notes which bear interest at a floating rate, on the date or dates upon which interest is payable) specified in the relevant Final Terms. Notes may be redeemed before such date or dates in accordance with Condition 7(b). If stated as being applicable in the relevant Final Terms, Notes may also be redeemed before such date or dates in accordance with Condition 7(c) and/or Condition 7(f). The Issuer, each Guarantor and any other Group Company may also purchase Notes in accordance with Condition 7(g). (b) Redemption for taxation reasons The Issuer may, at its option, redeem the Notes in whole, but not in part, upon giving not more than the Maximum Period of Notice nor less than the Minimum Period of Notice, each as specified in the relevant Final Terms (specifying, in the case of Notes which bear interest at a floating rate, a date for such redemption which is an Interest Payment Date) to the holders of such Notes at their principal amount (or such other redemption amount as may be specified in the relevant Final Terms) less any additional amounts payable under Condition 9 or under any additional or substitute undertaking given pursuant to the Trust Deed (each a “Tax Early Redemption Amount”) provided that the Issuer or a Guarantor shall provide to the Trustee an opinion in writing of a reputable firm of lawyers of good standing (such opinion to be in a form, and such firm to be a firm, to which the Trustee shall have no reasonable objection) to the effect that there is a substantial likelihood that the Issuer or such Guarantor would be required to pay Additional Amounts in accordance with Condition 9 or under any additional or substitute undertaking A54371967 112 given pursuant to the Trust Deed upon the next due date for a payment in respect of the Notes by reason of: (i) any actual or proposed change in or amendment to the laws, regulations or rulings of the Netherlands, the United Kingdom or the United States or any political subdivision or taxing authority thereof or therein; or (ii) any actual or proposed change in the official application or interpretation of such laws, regulations or rulings; or (iii) any action which shall have been taken by any taxing authority or any court of competent jurisdiction of the Netherlands, the United Kingdom or the United States or any political subdivision or taxing authority thereof or therein, whether or not such action was taken or brought with respect to the relevant Issuer or Guarantor; or (iv) any actual or proposed change in the official application or interpretation of, or any actual or proposed execution of, or amendment to, any treaty or treaties affecting taxation to which the Netherlands, the United Kingdom or the United States is or is to be a party, which change, amendment or execution becomes effective, taking of action occurs, or proposal is made, on or after the Issue Date of such Notes. (c) Optional Early Redemption (Call, Issuer Par Call, Make Whole Redemption and Clean-Up Call) (1) Call If this Condition 7(c) – Call is specified in the relevant Final Terms as being applicable, then the Issuer may, upon the expiry of the appropriate notice (as specified in Condition 7(d)) redeem all (but not, unless and to the extent that the relevant Final Terms specifies otherwise, some only) of the Notes at any time or from time to time (i) where no particular period during which Call is applicable is specified, prior to their Maturity Date, or (ii) where Call is specified as only being applicable for a certain period, during such period, at their call early redemption amount (which shall be their principal amount or such other call early redemption amount as may be specified in the relevant Final Terms) (each, a “Call Early Redemption Amount”). (2) Issuer Par Call If this Condition 7(c) – Issuer Par Call is specified in the relevant Final Terms as being applicable, then the Issuer may, upon the expiry of the appropriate notice (as specified in Condition 7(d)) redeem all (but not some only) of the Notes at any time during the Par Call Period specified in the relevant Final Terms at their Final Redemption Amount (which, unless otherwise specified in the relevant Final Terms, is their nominal amount) specified in the relevant Final Terms. (3) Make Whole Redemption If this Condition 7(c) – Make Whole Redemption is specified in the relevant Final Terms as being applicable, then the Issuer may, upon the expiry of the appropriate notice (as specified in Condition 7(d)), redeem all (but not, unless and to the extent that the relevant Final Terms specifies otherwise, some only) of the Notes at any time or from time to time (i) where no particular period during which Make-Whole Redemption is applicable is specified, prior to their Maturity Date, or (ii) where Make- Whole Redemption is specified as only being applicable for a certain period, during such period, in each case on the date for redemption specified in such notice (the “Make Whole Redemption Date”) at the Make Whole Redemption Amount. The “Make Whole Redemption Amount” shall be equal to the higher of the following, in each case together with accrued interest (if any) on the relevant Notes A54371967 113 (calculated as provided in these Conditions and the Trust Deed) to but excluding the date fixed for redemption: (i) the nominal amount of the Notes; and (ii) the sum of the then present values of the remaining scheduled payments of principal and the Remaining Term Interest on such Notes (exclusive of interest accrued to the Make Whole Redemption Date) and such present values shall be calculated by discounting such amounts to the Make Whole Redemption Date on an annual basis (based on the Day Count Fraction specified hereon) at the Reference Dealer Rate (as defined below) plus any applicable Make Whole Redemption Margin specified in the relevant Final Terms, in each case as determined by the Determination Agent. Any such redemption or exercise must relate to Notes of a nominal amount at least equal to the Minimum Redemption Amount specified in the relevant Final Terms and no greater than the Maximum Redemption Amount specified in the relevant Final Terms. In the case of a partial redemption, the notice to Noteholders shall also contain the certificate numbers of the Bearer Notes, or in the case of Registered Notes shall specify the nominal amount of Registered Notes drawn and the holder(s) of such Registered Notes, to be redeemed, which shall have been drawn in such place as the Trustee may approve and in such manner as it deems appropriate, subject to compliance with any applicable laws and stock exchange or other relevant authority requirements. In this Condition: “Determination Agent” means a financial adviser or bank which is independent of the Issuer appointed by the Issuer and approved by the Trustee for the purpose of determining the Make Whole Redemption Price. “Determination Date” means the date specified as such in the relevant Final Terms. “Gross Redemption Yield” means a yield calculated in accordance with generally accepted market practice at such time, as advised to the Issuer by the Determination Agent. “Reference Dealers” means those Reference Dealers specified in the relevant Final Terms; “Reference Dealer Rate” means, with respect to the Reference Dealers and the Make Whole Redemption Date, the average of the five quotations of the mid-market annual yield to maturity of the Reference Bond specified in the relevant Final Terms or, if the Reference Bond is no longer outstanding, a similar security in the reasonable judgement of the Reference Dealers, at the Quotation Time specified in the relevant Final Terms on the Determination Date specified in the relevant Final Terms quoted in writing to the Determination Agent and the Trustee by the Reference Dealers; and “Remaining Term Interest” means, with respect to any Note, the aggregate amount of scheduled payment(s) of interest on such Notes for the remaining term to maturity of such Notes (or if this Condition 7(c) – Issuer Par Call is specified as being applicable in the relevant Final Terms, the remaining term up to the Par Call Period Commencement Date as specified in the relevant Final Terms) determined on the basis of the rate of interest applicable to such Note from and including the date on which such Note is to be redeemed by the Issuer pursuant to this Condition 7(c). (4) Clean-Up Call If this Condition 7(c) – Clean-Up Call is specified in the relevant Final Terms as being applicable, in the event that at least 75 per cent. of the initial aggregate principal amount of the Notes has been purchased


A54371967 114 and cancelled by the Issuer, then the Issuer may, at its option, upon the expiry of the appropriate notice (as specified in Condition 7(d)) redeem all (but not some only) of the Notes at their Final Redemption Amount specified in the relevant Final Terms. (d) The Appropriate Notice The appropriate notice referred to in the relevant provision of Condition 7(c) is a notice given by the Issuer to the Trustee and the Principal Paying Agent which notice shall be signed by an authorised signatory of the Issuer and shall specify: (i) the Notes subject to redemption; (ii) (if the relevant Final Terms specifies that some only of the Notes may be redeemed) whether Notes are to be redeemed in whole or in part only and, if in part only, the aggregate principal amount of the Notes which are to be redeemed; (iii) the due date for such redemption, which shall be a Business Day (as defined in Condition 8B(1)) which shall be not less than 10 days after the date on which such notice is validly given, which shall be, in the case of Notes which bear interest at a floating rate, an Interest Payment Date; and (iv) the Call Early Redemption Amount at which such Notes are to be redeemed or, as applicable, the Determination Date on which the Make Whole Redemption Amount shall be determined. In addition, if Condition 7(c) – Make Whole Redemption is specified in the relevant Final Terms as being applicable, then the notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, in which case such notice shall state that, in the Issuer’s discretion, the Make Whole Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the Make Whole Redemption Date, or by the Make Whole Redemption Date so delayed. Any such notice shall be given not more than the Maximum Period of Notice and not less than the Minimum Period of Notice, each as specified in the relevant Final Terms prior to the date fixed for redemption, shall also be given to the holders of the Notes in accordance with Condition 14, shall be irrevocable (unless the Trustee otherwise agrees), and the delivery thereof shall oblige the Issuer to make the redemption therein specified. (e) Partial Redemption If the Notes are to be redeemed in part only on any date in accordance with Condition 7(c), the Notes to be redeemed shall be drawn by lot in such European city as the Issuer and the Trustee may agree, or identified in such other manner or in such other place as the Trustee may, in its absolute discretion, approve and deem appropriate and fair, subject always to compliance with all applicable laws and the requirements and procedures of any stock exchange on which the relevant Notes may be listed and of any clearing system in which the Notes are held and, in the case of such clearing system being Euroclear and Clearstream, Luxembourg, such redemption to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion. (f) Optional Early Redemption (Put) If this Condition 7(f) is specified in the relevant Final Terms as being applicable, then the Issuer shall, upon the exercise of the relevant option by the holder of any Note, redeem such Note on the date or the next of the dates specified in the relevant Final Terms at its principal amount (or such other redemption A54371967 115 amount as may be specified in the relevant Final Terms) (each, a “Put Early Redemption Amount”). In order to exercise such option, the holder must, not less than 45 days before the date so specified, deposit (in the case of Bearer Notes) the relevant Note (together, in the case of an interest-bearing Definitive Note, with any unmatured Coupons appertaining thereto) with any Paying Agent or (in the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly completed redemption notice (“Exercise Notice”) in the form which is available from the specified office of any of the Paying Agents, the Registrar or any Transfer Agent. (g) Purchase of Notes The Issuer, each Guarantor and any other Group Company may at any time purchase Notes at any price in the open market or otherwise. If purchases are made by tender, tenders must be made available to all Noteholders alike. (h) Cancellation All Notes redeemed in accordance with this Condition 7 shall be cancelled forthwith and may not be reissued or resold, and Notes purchased in accordance with this Condition 7 may, at the option of the purchaser, be cancelled, held or resold. In the case of cancellation and in the case of Bearer Notes, each such Note shall be surrendered at the specified office of any of the Paying Agents together with all unmatured Coupons and all unexchanged Talons and, in the case of Registered Notes, the Certificate representing such Notes shall be surrendered to the Registrar. (i) Zero Coupon Notes (i) The early redemption amount payable in respect of any Zero Coupon Note, upon redemption of such Note pursuant to Condition 7(b), Condition 7(c) or Condition 7(f) or upon it becoming due and payable as provided in Condition 10 shall be the Amortised Face Amount (calculated as provided below) of such Note unless otherwise specified in the relevant final terms. (ii) Subject to the provisions of sub-paragraph (iii) below, the “Amortised Face Amount” of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is shown hereon, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Notes if they were discounted back to their issue price on the Issue Date) compounded annually. (iii) If the early redemption amount payable in respect of any such Note upon its redemption pursuant to Condition 7(b), Condition 7(c) or Condition 7(f) or upon it becoming due and payable as provided in Condition 10 is not paid when due, the early redemption amount due and payable in respect of such Note shall be the Amortised Face Amount of such Note as defined in sub- paragraph (ii) above, except that such sub-paragraph shall have effect as though the date on which the Note becomes due and payable were the Relevant Date. The calculation of the Amortised Face Amount in accordance with this sub-paragraph shall continue to be made (both before and after judgement) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount of such Note on the Maturity Date together with any interest that may accrue in accordance with Condition 6G. Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction specified in the relevant Final Terms. A54371967 116 8 Payments (A) Payments Bearer Notes: (1A) Payment of amounts (whether principal, redemption amount or otherwise and including accrued interest other than interest due against surrender of matured Coupons) due in respect of a Bearer Note will be made against presentation of the relevant Note at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States, provided that such payment is not made into the United States or into an account maintained in the United States. (1B) Payment of amounts due in respect of interest on Bearer Notes will be made: (a) in the case of a Temporary Global Note or Permanent Global Note, against presentation of the relevant Temporary Global Note or Permanent Global Note at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States and, in the case of a Temporary Global Note, upon due certification as required therein; (b) in the case of Definitive Notes without Coupons attached thereto at the time of their initial delivery, against presentation of the relevant Definitive Notes at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States; and (c) in the case of Definitive Notes initially delivered with Coupons attached thereto, against surrender of the relevant Coupons at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States. Registered Notes: (2A) Payments of principal in respect of Registered Notes shall be made to the person shown on the Register at the close of business on the 15th day before the due date for payment thereof (the “Record Date”) by transfer to an account denominated in that currency (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the principal financial centre of that currency and (in the case of redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar. (2B) Interest on Registered Notes shall be paid to the person shown on the Register on the Record Date by transfer to an account denominated in that currency (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the principal financial centre of that currency and (in the case of interest payable on redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar. Payments of amounts due in respect of interest on Bearer Notes and exchanges of Talons for Coupon sheets in accordance with Condition 8A(6) will not be made at the specified office of any Paying Agent in the United States (as defined in the United States Internal Revenue Code of 1986, as amended, and U.S. Treasury regulations thereunder) unless: (a) payment in full of amounts due or, as the case may be, the exchange of Talons in respect of interest on such Bearer Notes when due at all the specified offices of the Paying Agents outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions; A54371967 117 (b) such payment or, as the case may be, exchange is permitted by applicable United States law; and (c) the Bearer Notes are denominated in and payable in United States Dollars. If paragraphs (a) to (c) above apply, the Issuer and the Guarantor(s) shall forthwith appoint a further Paying Agent with a specified office in New York City. (4) If the due date for payment of any amount due in respect of any Note is not both a Relevant Financial Centre Day and a local banking day, then the holder thereof will not be entitled to payment thereof until the next day which is such a day and, thereafter, will be entitled to receive payment by cheque on any local banking day, and will be entitled to payment by transfer to a designated account, on any day which is a local banking day, a Relevant Financial Centre Day and a day on which commercial banks and foreign exchange markets settle payments in the relevant currency in the place where the relevant designated account is located. No further payment on account of interest or otherwise shall be due in respect of such postponed payment unless there is subsequent failure to pay in accordance with these Conditions in which event interest shall continue to accrue as provided in Condition 6E(5). For the purpose of this Condition 8A(4), “Relevant Financial Centre Day” means, in the case of a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments in the Relevant Financial Centre and any other place specified in the relevant Final Terms and, in the case of payment in euro, a TARGET Day and a “local banking day” means a day (other than a Saturday or Sunday) on which commercial banks are open for business in the place of presentation of the relevant Note or, as the case may be, Coupon. (5) Each Definitive Note initially delivered with Coupons attached thereto shall be presented and, save in the case of partial redemption of such Note, surrendered for final redemption together with all unmatured Coupons appertaining thereto, failing which: (a) in the case of Definitive Notes which bear interest at a fixed rate or rates, the amount of any missing unmatured Coupons (or, in the case of a payment not being made in full, that portion of the amount of such missing unmatured Coupon which that redemption amount paid bears to the total redemption amount due) (excluding for this purpose Talons) will be deducted from the amount otherwise payable on such final redemption, the principal amount so deducted being payable against surrender of the relevant Coupon at the specified office of any of the Paying Agents at any time within 10 years of the Relevant Date applicable to payment of such final redemption amount; and (b) in the case of Definitive Notes which bear interest at, or at a margin above or below, a floating rate, all unmatured Coupons relating to such Notes (whether or not surrendered therewith) shall become void and no payment shall be made thereafter in respect of them. The provisions of paragraph (i) of this Condition 8A(5) notwithstanding, if any Definitive Notes which bear interest at a fixed rate or rates should be issued with a maturity date and a fixed rate or fixed rates such that, on the presentation for payment of any such Definitive Note without any unmatured Coupons attached thereto or surrendered therewith, the amount required by paragraph (i) to be deducted would be greater than the amount otherwise due for payment, then, upon the due date for redemption of any such Definitive Note, such unmatured Coupons (whether or not attached) being Coupons representing an amount in excess of the relevant redemption amount shall become void (and no payment shall be made in respect thereof) as shall be required so that, upon application of the provisions of paragraph (i) in respect of such Coupons as have not so become void, the amount required by paragraph (i) to be deducted would not be greater than the


A54371967 118 amount otherwise due for payment. Where the application of the foregoing sentence requires some but not all of the unmatured Coupons relating to a Definitive Note to become void, the relevant Paying Agent shall determine which unmatured Coupons are to become void, and shall select for such purpose Coupons maturing on later dates in preference to Coupons maturing on earlier dates. (6) In relation to Definitive Notes initially delivered with Talons attached thereto, on or after the due date for the payment of interest on which the final Coupon comprised in any Coupon sheet matures, the Talon comprised in the Coupon sheet may be surrendered at the specified office of any Paying Agent outside (unless Condition 8A(3) applies) the United States in exchange for a further Coupon sheet (including any appropriate further Talon), subject to the provisions of Condition 12 below. Each Talon shall, for the purpose of these Conditions, be deemed to mature on the due date for the payment of interest on which the final Coupon comprised in the relative Coupon sheet matures. (7) Payments of amounts due (whether principal, redemption amount, interest or otherwise) in respect of Notes will be made by (a) transfer to an account in the relevant currency specified by the payee or (b) cheque in the relevant currency drawn on a bank in the Relevant Financial Centre provided, however, that in the case of (a), payment shall not be made to an account within the United States unless permitted by applicable U.S. tax law requirements. (B) Payments – General Provisions (1) Save as otherwise specified herein, for the purposes of these Conditions: (a) “Business Day” means:  in relation to Notes payable in euro, a TARGET Day;  in relation to Notes payable in any other currency, a day on which commercial banks are open for business and foreign exchange markets settle payments in the Relevant Financial Centre in respect of the relevant currency;  a day on which commercial banks are open for business and foreign exchange markets settle payments in any place specified in the relevant Final Terms; and  in relation to Floating Rate Notes where the Reference Rate is specified in the relevant Final Terms as Compounded Daily SOFR or Weighted Average SOFR, a U.S. Government Securities Business Day; (b) “Relevant Financial Centre” means, in relation to the Notes denominated in a currency other than euro, such financial centre or centres as may be specified in relation to the relevant currency for the purposes of the definition of “Business Day” in the ISDA Definitions and, in relation to Notes denominated in euro, the principal financial centre of any of the member states in the Euro-zone; and (c) "T2" means the real time gross settlement system operated by the Eurosystem, or any successor system thereto. (2) Payments will, without prejudice to the provisions of Condition 9, be subject in all cases to: (i) any applicable fiscal or other laws and regulations; and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official guidance thereunder or A54371967 119 official interpretations thereof, any intergovernmental agreement with respect thereto, or any law, regulations or official guidance implementing an intergovernmental agreement or an intergovernmental approach with respect thereto (“FATCA”). (C) Redenomination (1) Unless disapplied in the relevant Final Terms, the Issuer may, without the consent of the Noteholders and the Couponholders, on giving prior notice to the Trustee, the Principal Paying Agent, the Registrar, Transfer Agent, Euroclear and Clearstream, Luxembourg and at least 30 days’ prior notice to the Noteholders in accordance with Condition 14, elect that, in the case of Notes denominated in the currency of a member state of the European Union that has not adopted the single currency in accordance with the Treaty, with effect from the Redenomination Date specified in the notice, Notes denominated in the currency of such member state of the European Union that adopts the single currency in accordance with the Treaty shall be redenominated in euro. (2) The election will have effect as follows: (a) each Specified Denomination and, in the case of Fixed Rate Notes, each amount of interest specified, in the case of Bearer Notes in the Coupons, will be deemed to be such amount of euro as is equivalent to its denomination or the amount of interest so specified in the Specified Currency at the Established Rate, rounded down to the nearest €0.01 (any fraction arising therefrom shall be paid on the Redenomination Date to the Noteholder in addition to the payment of interest otherwise payable on such Redenomination Date); (b) if definitive notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in denominations of at least €100,000, or such higher denominations as the Agent shall determine and notify to the Noteholders; (c) after the Redenomination Date, all payments in respect of the Notes and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque; (d) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date it will be calculated: (A) in the case of the Notes in global form, by applying the Rate of Interest to the principal amount of such Notes; and (B) in the case of Notes in definitive form, by applying the Rate of Interest to the Calculation Amount, and, in each case, multiplying such sum by the applicable Day Count Fraction, which, in this case, shall be Actual/Actual (ICMA) and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with the applicable market convention. Where the Denomination of a Fixed Rate Note in definitive form comprises more than one Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note A54371967 120 shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Denomination without any further rounding; (e) if the Notes are Floating Rate Notes the relevant Final Terms will specify any relevant changes to the provisions relating to interest; and (f) such other changes shall be made to these Conditions as the Issuer may decide, after consultation with the Principal Paying Agent, and as may be specified in the notice, to conform them to conventions then applicable to instruments denominated in euro to the satisfaction of the Trustee. (3) For the purposes of these Conditions: (a) “Established Rate” means the rate for the conversion of the Specified Currency (including compliance with rules relating to roundings in accordance with applicable European Community regulations) into euro established by the Council of the European Union pursuant to Article 123 of the Treaty; (b) “euro” means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty; (c) “Redenomination Date” means (in the case of interest-bearing Notes) any date for payment of interest under the Notes or (in the case of Zero Coupon Notes) any date, in each case specified by the Issuer in the notice given to the Noteholders pursuant to paragraph 8C(1) above and which falls on or after the date on which the relevant member state of the European Union that has not adopted the single currency in accordance with the Treaty, adopts the single currency in accordance with the Treaty; (d) “Specified Currency” means the currency specified in the relevant Final Terms; (e) “Specified Denomination” means the denomination (of the relevant Notes in the Specified Currency) specified in the relevant Final Terms; and (f) “Treaty” means the Treaty establishing the European Community as amended. (D) Exchange The Issuer may, without the consent of the Noteholders and the Couponholders, on giving prior notice to the Trustee, the Principal Paying Agent, Registrar, Transfer Agents, Euroclear and Clearstream, Luxembourg and not less than 30 days’ prior notice to the Noteholders in accordance with Condition 14, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be exchangeable for Notes expressed to be denominated in euro in accordance with such arrangements as the Issuer may decide, after consultation with the Principal Paying Agent and the Registrar (if applicable), and as may be specified in the notice, including arrangements under which Coupons unmatured at the date so specified become void. (E) The Paying Agents (1) The Issuer and the Guarantor(s) together reserve the right, in accordance with the provisions of the Paying Agency Agreement, to vary or terminate the appointment of any Paying Agent (including the Principal Paying Agent), the Registrar or any Transfer Agent and to appoint additional or other Paying Agents or Transfer Agents, provided that they will at all times maintain (i) a Principal Paying Agent, (ii) so long as any Notes are listed on any stock exchange, a Paying Agent in such place as may be required by such relevant stock exchange, (iii) in the circumstances A54371967 121 described in Condition 8A(3), a Paying Agent with a specified office in New York City, (iv) a Registrar in relation to Registered Notes and (v) a Transfer Agent in relation to Registered Notes. The Paying Agents, Registrar and Transfer Agent(s) reserve the right at any time to change their respective offices to some other specified office in the same city. Notice of all changes in the identities or specified offices of the Paying Agents, Registrar and Transfer Agent(s) will be notified promptly by the Issuer to the holders of the Notes in accordance with Condition 14. (2) The Paying Agents, Registrar and Transfer Agent(s) act solely as agents of the Issuer and the Guarantor(s) or, following the occurrence of a Default (as defined in Condition 10), the Trustee and, save as provided in the Paying Agency Agreement, do not assume any obligations towards or relationship of agency or trust for any holder of any Note or Coupon and each of them shall only be responsible for the performance of the duties and obligations expressly imposed upon them in the Paying Agency Agreement or incidental thereto. (3) The initial Paying Agents, Registrar and Transfer Agents and their respective initial specified offices are specified below. 9 Taxation All payments of principal of, and interest on, Notes by the Issuer or, as the case may be, a Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the Netherlands (in the case of payment by UFN), the United Kingdom (in the case of payment by PLC) or the United States (in the case of payment by UNUS or UCC or a Guarantor of Notes issued by UCC) or (in any such case) any political subdivision or taxing authority thereof or therein, unless such withholding or deduction is required by law. In such event, except to the extent that the withholding or deduction is made in respect of FATCA, the Issuer or, as the case may be, such Guarantor, will pay such additional amounts (“Additional Amounts”) as shall be necessary in order that the net amounts received by the holder of any Note or, as the case may be, Coupon, after such withholding or deduction, shall equal the respective amounts of principal and interest which would have been receivable in respect of the Notes or, as the case may be, Coupons in the absence of such withholding or deduction, provided however that no such Additional Amounts shall be payable: (A) by UFN or PLC (as the case may be) with respect to: (i) any Note (or Certificate representing it) or Coupon held or presented for payment by, or on behalf of, a holder who is liable to such taxes or duties in respect of such Note or Coupon by reason of his having some connection with the Netherlands or, as the case may be, the United Kingdom other than the mere holding of such Note or Coupon; or (ii) any payment in respect of a Note or Coupon where the holder thereof would be able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or (iii) if presentment is required, any Note or Coupon presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on such thirtieth day; or (iv) any tax, assessment or other governmental charge required to be withheld or deducted by any Paying Agent from any payment by UFN or, as the case may be, PLC if such payment can be made without such withholding or deduction by any other Paying Agent; or


A54371967 122 (v) any estate, inheritance, gift, sales, transfer, excise, personal property or any similar tax, assessment or other governmental charge; or (vi) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal, premium, if any, or interest, if any, with respect to such Note or Coupon; or (vii) any payment in respect of a Note or Coupon to any holder who is not the sole beneficial owner of such Note or Coupon to the extent that a beneficial owner thereof would not have been entitled to payment thereof had such beneficial owner been the holder of such Note or Coupon; or (viii) any withholding or deduction which is required to be made pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021); or (ix) any combination of (i) to (viii); or (B) by UNUS or UCC or a Guarantor of Notes issued by UCC with respect to: (i) any Note (or Certificate representing it) or Coupon held or presented for payment by, or on behalf of, a holder who is liable for such taxes or duties in respect of such Note or Coupon by reason of his having some connection with the United States other than the mere holding of such Note or Coupon; or (ii) any payment in respect of a Note or Coupon where the holder thereof would be able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or (iii) if presentment is required, any Note or Coupon presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on such 30th day; or (iv) any tax, assessment or other governmental charge required to be withheld or deducted by any Paying Agent from any payment by UNUS (in its capacity as Guarantor) or UCC or Guarantor of Notes issued by UCC if such payment can be made without such withholding or deduction by any other Paying Agent; or (v) any estate, inheritance, gift, sales, transfer, excise, personal property or any similar tax, assessment or other governmental charge; or (vi) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal, premium, if any, or interest, if any, with respect to such Note or Coupon; or (vii) any Note (or Certificate representing it) or Coupon held or presented for payment by, or on behalf of, a holder, if the holder or beneficial owner is or was a controlled foreign corporation, personal holding company or passive foreign investment company with respect to the United States or a corporation that accumulates earnings to avoid United States federal income tax; or (viii) any Note (or Certificate representing it) or Coupon held or presented for payment by, or on behalf of, a holder if the holder or beneficial owner is or has been (i) a “10 per cent. shareholder” of the relevant Issuer as defined in Section 871(h)(3) of the Code or any successor provisions, (ii) a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, or (iii) a controlled foreign A54371967 123 corporation within the meaning of section 957 of the Code that is related to the Issuer within the meaning of section 864(d)(4) of the Code; or (ix) any Note (or Certificate representing it) or Coupon held or presented for payment by, or on behalf of, a holder, if the holder or beneficial owner would have been able to avoid such withholding or deduction by satisfying any statutory or procedural requirements (including, without limitation, the provision of information or an appropriate, properly completed, United States Internal Revenue Service Form W-8 or Form W-9 (or a successor form)); or (x) any payment in respect of a Note or Coupon to any holder who is a fiduciary, partnership, limited liability company or otherwise not the sole beneficial owner of such Note or Coupon to the extent that a beneficiary or partner or settlor with respect to such fiduciary, a partner or member with respect to such partnership or limited liability company, or the beneficial owner, would not have been entitled to payment of Additional Amount had such person been the holder of such Note or Coupon; or (xi) any combination of (i) to (x). As used herein, “Relevant Date” means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount of the moneys payable has not been made available to the Principal Paying Agent on or prior to such date, the date on which, the full amount of such moneys having been made available, notice to that effect shall have been given to the Noteholders in accordance with Condition 14. References herein to principal of, or interest on, the Notes shall be deemed also to refer to any Additional Amounts which may be payable with respect thereto under this Condition or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed. The provisions of this Condition shall be without prejudice to the rights of substitution conferred by Condition 15. 10 Repayment Upon Event of Default (A) The following events or circumstances (each, a “Default”) shall be acceleration events in relation to the Notes of a Series: (a) there is a default in the payment of any principal of, or for more than 15 days in the payment of any interest due on, any of the Notes; or (b) there is a default in the performance or observance by (in the case of UFN Notes) UFN or PLC, (in the case of UCC Notes) UCC or PLC, or (in the case of PLC Notes) PLC, of any other obligation under the Trust Deed or the UFN Notes, UCC Notes or PLC Notes (as applicable) and such default continues for 30 days after written notice thereof shall have been given to the Issuer and the Guarantor(s) by the Trustee requiring the same to be remedied; or (c) (i) any other indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) of either (in the case of UFN Notes) UFN or PLC, (in the case of UCC Notes) UCC or PLC, or (in the case of PLC Notes) PLC becomes prematurely repayable as a result of a default under the terms thereof, or (ii) (in the case of UFN Notes) either UFN or PLC, (in the case of UCC Notes) either UCC or PLC, or (in the case of PLC Notes) PLC, defaults in the repayment of any indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) at A54371967 124 the maturity thereof (taking into account any applicable grace period therefor), or (iii) any guarantee or indemnity given by (in the case of UFN Notes) either UFN or PLC, (in the case of UCC Notes) either UCC or PLC, or (in the case of PLC Notes) PLC, in respect of any indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) shall not be honoured when due and called upon (taking into account any applicable grace period therefor) save where the Trustee is satisfied that liability under such guarantee or indemnity is being contested in good faith; or (d) an order is made or a decree or an effective resolution is passed for the winding-up, liquidation or dissolution of (in the case of UFN Notes) UFN or PLC, (in the case of UCC Notes) UCC or PLC, or (in the case of PLC Notes) PLC or (in any case) an administration order is made or an administrator is appointed in relation to PLC (except for the purpose of a merger, reconstruction or amalgamation, under the terms of Condition 15 or the terms of which have previously been approved in writing by the Trustee) and (except where such order, decree or resolution is initiated or consented to by the relevant company or its shareholders) such order, decree or resolution is not discharged or stayed within a period of 60 days; or (e) (in the case of UFN Notes) UFN or PLC or (in the case of UCC Notes) UCC or PLC, (except for the purpose of a merger, reconstruction or amalgamation, under the terms of Condition 15 or the terms of which have previously been approved in writing by the Trustee) ceases or threatens to cease to carry on the whole or substantially the whole of its business; or (f) an administrative receiver or other receiver, trustee, assignee or like officer is appointed in respect of the whole or a substantial part of the undertaking or assets of PLC or (in the case of UFN Notes only) an administrator (bewindvoerder) is provisionally or definitively appointed by the District Court in the event of a moratorium (surséance van betaling) over the whole or any part of the undertaking or assets of UFN and (except where any such appointment is made by or at the instigation or motion of the relevant company or its shareholders) such appointment is not discharged within 30 days; or (g) (in the case of UFN Notes only) a trustee in bankruptcy (curator) is appointed by the District Court in the event of bankruptcy (faillissement) affecting the whole or any part of the undertaking or assets of UFN and such appointment is not discharged within 30 days; or (h) a distress or execution is levied or enforced upon or sued out against (in the case of the UFN Notes) any part of the assets of UFN (being either an executory attachment (executoriaal beslag) or a conservatory attachment (conservatoir beslag)), any part of the assets of UCC, or (in any case) a substantial part of the assets of PLC and, in either case, is not removed, discharged, cancelled or paid out within 30 days of the making thereof or any encumbrancer takes possession of (in the case of UFN Notes) the whole or any part of the undertaking or assets of UFN, (in the case of UCC Notes) the whole or any part of the undertaking or assets of UCC, or (in any case) the whole or any substantial part of the undertaking or assets of PLC and is not discharged within 30 days; or (i) (in the case of UFN Notes and UCC Notes only) for any reason the guarantee of PLC in respect of the UFN Notes or the UCC Notes ceases to be in full force and effect. For the purposes of sub-paragraphs (f) and (h) the expression “a substantial part” means a part whose value is equal to or greater than 25 per cent. of the aggregate value of the fixed assets and current assets of the Unilever Group, such value and such assets being determined by reference to the then most recently published audited consolidated balance sheet of the Unilever Group. A report by the auditors of A54371967 125 PLC that, in their opinion, (i) the amounts shown in a certificate provided by PLC (showing the fixed assets and current assets of the relevant part and those fixed assets and current assets expressed as a percentage of the fixed assets and current assets of the Unilever Group) have been correctly extracted from the accounting records of the Unilever Group and (ii) the percentage of the fixed assets and current assets of that part to the fixed assets and the current assets of the Unilever Group has been correctly calculated, shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates. (B) If any Default shall occur in relation to the Notes of a Series, the Trustee in its discretion may, and (subject to its rights under the Trust Deed to be indemnified and/or secured and/or prefunded to its satisfaction), if so directed by an Extraordinary Resolution of the holders of the Notes of the relevant Series or if so requested in writing by the holders of not less than 25 per cent. in principal amount of the Notes of the relevant Series, shall, but, in the case of the happening of any of the events referred to in Condition 10A(b), (c), (e), (f), (g) or (h), only if the Trustee shall have certified to the Issuer and the Guarantor(s) that such event is, in its opinion, materially prejudicial to the interests of the holders of the Notes of the relevant Series, by written notice to the Issuer and the Guarantor(s) declare that such Notes are immediately repayable whereupon the same shall become immediately repayable at their default early redemption amount (which shall be their principal amount or such other default early redemption amount as may be specified in the relevant Final Terms) together with all interest (if any) accrued thereon (calculated as provided in these Conditions and in the Trust Deed). 11 Enforcement At any time after the Notes of a Series shall have become repayable, the Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer and the Guarantor(s) as it may think fit to enforce repayment of such Notes together with accrued interest and to enforce the provisions of the Trust Deed, but it shall not be bound to take any such proceedings unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least 25 per cent. in principal amount of the Notes of the relevant Series then outstanding and (ii) it shall have been indemnified and/or prefunded and/or received security to its satisfaction. Only the Trustee may enforce the provisions of the Notes or the Trust Deed and no holder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantor(s) unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing. 12 Prescription (a) Claims against the Issuer and/or any Guarantor(s) in respect of Notes and Coupons will become void unless presented for payment within a period of 10 years, in the case of Notes and five years, in the case of Coupons, from the Relevant Date (as defined in Condition 9) relating thereto. (b) In relation to Definitive Notes initially delivered with Talons attached thereto, there shall not be included in any Coupon sheet issued upon exchange of a Talon pursuant to Condition 8A(6) any Coupon which would be void upon issue or the due date for payment of which would fall after the due date for the redemption of the relevant Note or which would be void pursuant to this Condition 12. 13 Replacement of Notes, Certificates and Coupons If any Note, Certificate or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Principal Paying Agent (in the case of Bearer Notes or Coupons) and of the Registrar (in the case of Certificates) upon payment by the claimant of all expenses incurred in connection with such


A54371967 126 replacement and upon such terms as to evidence, security, indemnity and otherwise as the Issuer, the Principal Paying Agent (in respect of Bearer Notes or Coupons) or the Registrar (in the case of Certificates) may require. Mutilated or defaced Notes, Certificates and Coupons must be surrendered before replacements will be delivered. 14 Notices Notices required to be given to the holder of Registered Notes pursuant to the Conditions shall be mailed to them at their respective addresses in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing. Notices required to be given to holders of Bearer Notes will be deemed to be validly given if published in one leading English language daily newspaper with circulation in London (which is expected to be the Financial Times) or, if this is not possible, in one other leading English language daily newspaper with circulation in Europe or, in the case of a Temporary Global Note or Permanent Global Note, if delivered to Euroclear and/or Clearstream, Luxembourg and/or any other applicable clearing system for communication by them to the persons shown in their respective records as having interests therein, provided that the requirements of the relevant stock exchange(s) have been complied with. Any such notice shall be deemed to have been given on the date of such publication or, if so published more than once, on the date of first publication or, as the case may be, on the fourth day after the date of such delivery to Euroclear and/or Clearstream, Luxembourg and/or such other clearing system. If publication is not practicable in any such newspaper, notice will be validly given if made in such other manner, and shall be deemed to have been given on such date, as the Trustee may, in each case approve in writing. holders of Coupons will be deemed for all purposes to have notice of the contents of any notice given to holders of Notes in accordance with this Condition 14. 15 Meetings of Noteholders; Modification; Waiver; Substitution The Trust Deed contains provisions for convening meetings of holders (including meetings held by virtual means via an electronic platform) of any Series of Notes to consider any matter affecting their interests, including the modification by Extraordinary Resolution of these Conditions or the provisions of the Trust Deed. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Notes of that Series for the time being outstanding or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes of that Series so held or represented, except that, at any meeting the business of which includes the modification of certain of these Conditions or provisions of the Trust Deed, the necessary quorum for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 66 per cent., or at any adjourned such meeting not less than 33 per cent., of the principal amount of the Notes of that Series for the time being outstanding. An Extraordinary Resolution passed at any meeting of Noteholders of any Series of Notes will be binding on all Noteholders of that Series, whether or not they are present at the meeting, and on all Couponholders of that Series. The Trust Deed contains provisions for the convening of a single meeting of holders of Notes of more than one Series where the Trustee so decides. The Trustee may agree, without the consent of the Noteholders or Couponholders of any Series, to any modification (subject to certain exceptions) of, or to the waiver or authorisation of any breach or proposed breach of, any of these Conditions or any of the provisions of the Trust Deed which, in the opinion of the Trustee, is not materially prejudicial to the interests of the holders of such Notes or to any modification which is of a formal, minor or technical nature or is made to correct a manifest error. The Trustee may also determine that any event which would or might otherwise constitute a Default under Condition 10 shall not do so, provided A54371967 127 that, in the opinion of the Trustee, such event is not materially prejudicial to the interests of the holders of the Notes of the relevant Series. In addition, the Trustee shall be obliged to concur with the Issuer in effecting any Benchmark Amendment in the circumstances and as otherwise set out in Condition 6H without the consent of the Noteholders or Couponholders. Any such modification, waiver, authorisation or determination shall be binding on the holders of the Notes of such Series and of the Coupons (if any) relating thereto and (unless the Trustee agrees otherwise) any such modification shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 14. The Trustee shall also agree, subject to certain conditions set out in the Trust Deed, but without the consent of the holders of the Notes of such Series and of the Coupons (if any) relating thereto, (i) to the substitution of any Group Company in place of the Issuer as principal debtor in respect of the Notes of any Series or (ii) to the substitution in place of the Issuer as principal debtor, or of any Guarantor, of any successor in business (as defined in the Trust Deed) of the Issuer or, as the case may be, that Guarantor. It is a condition of any such substitution in accordance with (i) above that such Notes and Coupons (if any) relating thereto thereupon become or remain, as the case may be, unconditionally and irrevocably guaranteed on a joint and several basis by PLC (except where PLC is the new principal debtor) and UNUS. So long as any Notes remain outstanding (as defined in the Trust Deed), neither UFN, UCC nor PLC will merge with, or transfer all or substantially all of its assets or undertaking to, another company (except where UFN, UCC or PLC, as the case may be, is the continuing company) unless that other company agrees, in form and manner reasonably satisfactory to the Trustee, to be bound by the terms of the Notes and the Coupons (if any) appertaining thereto and the Trust Deed in place of UFN, UCC or PLC and the Trustee is satisfied that the conditions set out in the Trust Deed are complied with. In considering the interests of the Noteholders for the purposes of any substitution, merger or transfer as aforesaid the Trustee shall not have regard to the consequences for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political subdivision thereof. 16 Indemnification of the Trustee The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking proceedings to enforce repayment unless indemnified to its satisfaction. The Trustee is entitled to enter into business transactions with PLC, UFN, UCC, UNUS and/or any Group Company without accounting to any Noteholders or Couponholders for any profit resulting therefrom. 17 Further Issues and Additional Issuers (A) The Issuer may, from time to time, without the consent of the holders of any Notes or Coupons of any Series, create and issue further notes, bonds or debentures having the same terms and conditions as the Notes of an existing Series in all respects (or, in all respects except for the first payment of interest, if any, on them and/or the denomination thereof) so as to form a single series with the Notes of the existing Series. (B) Subject as provided in the Trust Deed, PLC may designate any Group Company to become an Issuer of Notes under the Trust Deed. As provided in the Trust Deed, any such Group Company which is to become an Issuer of any Series of Notes shall become such under the terms of a supplemental deed in or substantially in the form scheduled to the Trust Deed (or in such other form as may be approved by the Trustee in writing) (which shall take effect in accordance with its terms) whereby such Group Company agrees to be bound as an Issuer under the Trust Deed and the Paying Agency Agreement, all as more fully provided in the Trust Deed. A54371967 128 18 Governing Law The Trust Deed, the Paying Agency Agreement, the Notes and the Coupons, and any non-contractual obligations arising out of or in connection with them, are governed by, and will be construed in accordance with, English law. 19 Jurisdiction UFN, UCC and UNUS have, in the Trust Deed, submitted to the jurisdiction of the English courts for all purposes in connection with the Trust Deed, the Notes and the Coupons. 20 Rights of Third Parties No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999. A54371967 129 The Seventh Schedule Form of Supplemental Deed increasing Programme Limit This deed made the [●] day of [●], [●] between: (1) UNILEVER FINANCE NETHERLANDS B.V., UNILEVER CAPITAL CORPORATION, UNILEVER PLC and UNILEVER UNITED STATES, INC.; and (2) THE LAW DEBENTURE TRUST CORPORATION p.l.c. as Trustee. Supplemental to a Trust Deed dated 22 July 1994 made between the parties hereto relating to a Programme for the Issuance of Debt Instruments witnesses that the limit of U.S.$25,000,000,000 imposed by Clause 2(A) of the said Trust Deed as amended by Deeds supplemental thereto dated 24 July 1995, 11 July 1996, 13 November 1997, 11 November 1998, 4 July 2000, 2 July 2001, 1 July 2002, 27 June 2003, 2 June 2004, 10 August 2005, 15 May 2007, 13 May 2008, 11 May 2009, 6 May 2010, 5 May 2011, 4 May 2012, 3 May 2013, 2 May 2014, 1 May 2015, 22 April 2016, 15 May 2019, 11 May 2021, 10 May 2022, 16 May 2023 and 16 May 2024 is hereby increased to U.S.$[●]. In witness thereof the parties hereto have executed this Deed as a deed the day and year first above written.


A54371967 130 The Eighth Schedule Form of Supplemental Deed joining a New Issuer This Supplemental Deed is made this [●] day of [●], [●] by: (1) [●] a company incorporated in [●] having its registered office at [●] (the “New Issuer”); (2) UNILEVER FINANCE NETHERLANDS B.V., a company incorporated under the laws of the Netherlands, whose corporate seat is in Rotterdam and its address at Weena 455, 3013 AL, Rotterdam, the Netherlands, UNILEVER CAPITAL CORPORATION, a company incorporated under the laws of the state of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America, UNILEVER PLC, a company incorporated under the laws of England, whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4ZD, United Kingdom and UNILEVER UNITED STATES, INC., a company incorporated under the laws of the State of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America; (3) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of England, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom (the “Trustee”); (4) [●] in its capacity as principal paying agent (the “Principal Paying Agent”, which expression shall include any successor to [●] in its capacity as such); and (5) [●] and [●] in their capacities as paying agents (the “Paying Agents”, which expression shall include the Principal Paying Agent and any substitute or additional paying agents so appointed). Whereas: (A) This Supplemental Deed is supplemental to the trust deed dated 22 July 1994 (such trust deed, as from time to time amended and restated or supplemented in accordance with its terms being referred to herein as the “Trust Deed”) made between Unilever Finance Netherlands B.V., Unilever Capital Corporation and Unilever PLC as issuers (the “Original Issuers”), Unilever PLC and Unilever United States, Inc. as guarantors (the “Original Guarantors”) and the Trustee and to the paying agency agreement dated 22 July 1994 (such paying agency agreement, as from time to time amended and restated or supplemented with the prior consent of the Trustee being referred to herein as the “Paying Agency Agreement”) made between the Original Issuers, the Original Guarantors, the Trustee, the Principal Paying Agent and the Paying Agents. (B) The New Issuer is a Group Company. (C) At the request of [●], the New Issuer wishes to execute this Supplemental Deed (being a deed supplemental to the Trust Deed in order to become an Issuer as defined in the Trust Deed) and pursuant to the provisions therein contained, and pursuant to the provisions contained in the Paying Agency Agreement. (D) Each of the Agents (as defined in Clause 1 hereof) wishes, pursuant to the terms of the Paying Agency Agreement to act as an agent (in the capacity in which it has been appointed under the Paying Agency Agreement and in accordance with the terms thereof) of [●] which becomes an Issuer pursuant to, and in the manner provided in, Clause 17(E) of the Trust Deed. A54371967 131 (E) [●] has agreed to guarantee the payment of all moneys payable by the New Issuer under the Trust Deed and in respect of any Notes issued by the New Issuer in the manner appearing hereunder and under the Trust Deed. (F) [The Trustee has received legal opinion(s) from legal counsel in the country of incorporation of the New Issuer and of [●] and from legal counsel in England, reasonably satisfactory to it, to the effect, inter alia, that the New Issuer and [●] each have the capacity and power to enter into this supplemental deed and that, when executed and delivered by such New Issuer and [●], this supplemental deed will constitute valid and legally binding obligations of such New Issuer.]1 Now therefore this Supplemental Deed witnesseth and it is hereby declared as follows: 1 Definitions and Interpretations (A) In this Supplemental Deed, any reference to “Agents” is to the Principal Paying Agent, the other Paying Agents, the Calculation Agent, the Registrar, the other Transfer Agents or any of them. (B) To the extent to which the same are applicable and unless otherwise defined herein, the definitions and provisions contained in Clause 1 of the Trust Deed shall apply to and be incorporated in this Supplemental Deed (including the recitals hereto). 2 Acknowledgement by New Issuer The New Issuer hereby appoints the Trustee (and the Trustee hereby accepts such appointment) to act as Trustee on the same terms as set out in the Trust Deed. 3 Guarantee [●] hereby confirms that the guarantee contained in Clause 8 of the Trust Deed applies to all amounts owing by the New Issuer under or pursuant to the Trust Deed and any Notes or Coupons appertaining thereto. 4 Appointment of Agents The New Issuer hereby appoints each of the Agents as its agent on the same terms set out in the Paying Agency Agreement and each of the Agents accepts its appointment as agent of the New Issuer in relation to any Notes issued by the New Issuer and shall comply with the terms and conditions applicable thereto, the provisions of the Paying Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 5 Incorporation of Terms It is declared that there shall be deemed to be incorporated in this Supplemental Deed all the covenants, undertakings, powers, obligations and/or other provisions of the Trust Deed, the Schedules thereto, the Conditions and the Paying Agency Agreement relating to or affecting the Issuers in the same manner and to the same extent as if the same had been, mutatis mutandis, set out in full in this Supplemental Deed and made applicable to the New 1 Recital (F) and Clause 6 of this Supplemental Deed are alternatives, one of which (to be determined by the Trustee) should be deleted. A54371967 132 Issuer, and (without prejudice to the generality of the foregoing) the New Issuer accordingly covenants: (iii) in favour of the Trustee to duly perform and observe and be bound by the said covenants, undertakings, powers, obligations and/or other provisions imposed on or relating to or affecting it by or under the Trust Deed or the Schedules or the Conditions; and (iv) in favour of the Trustee and each of the Agents, to duly perform and observe and be bound by the said covenants, undertakings, powers, obligations and/or other provisions imposed on or relating to or affecting it by or under the Paying Agency Agreement. 6 [Conditions This Supplemental Deed shall not take effect unless and until the Trustee shall have received opinions of legal counsel in the country of incorporation of the New Issuer and of [●] and in England, reasonably satisfactory to it, to the effect, inter alia, that the New Issuer and [●] each have the capacity and power to enter into this Supplemental Deed and that this Supplemental Deed constitutes valid and legally binding obligations of the New Issuer and [●].] 7 Counterparts This Supplemental Deed may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereby may execute this Supplemental Deed by signing any such counterpart. 8 Governing Law This Supplemental Deed, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England. 9 [Jurisdiction In relation to all claims arising hereunder (including a claim relating to any non-contractual obligations arising out of or in connection with this Supplemental Deed) [●] severally agree that the courts of England are to have jurisdiction to settle any such claim and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising hereunder may be brought in such courts. Nothing contained in this Clause shall limit any right to take proceedings against [●] in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. Each of [●] irrevocably agrees that any legal proceedings or any demand or any notice may be made or served on it by the same being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 of the Trust Deed for the time being of Unilever PLC (or at such other office as it may have notified in writing to the Trustee and as the Trustee shall from time to time have approved) and marked for the attention of the Group Secretary of Unilever PLC or such other official of Unilever PLC as [●] may have notified in writing to the Trustee and the Trustee shall from time to time have approved.] A54371967 133 In witness whereof this Supplemental Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written.


A54371967 134 The Ninth Schedule Form of Supplemental Deed releasing an Issuer This Supplemental Deed is made this [●] day of [●], [●] by: (1) [●] a duly incorporated company having its [registered office at [●]]2 [corporate seat in Rotterdam, the Netherlands]3 (the “Retiring Issuer”); (2) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of England, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom (the “Trustee”); (3) [●] in its capacity as principal paying agent (the “Principal Paying Agent”, which expression shall include any successor to [●] in its capacity as such); (4) [●] and [●] in their capacities as paying agents (the “Paying Agents”, which expression shall include the Principal Paying Agent and any substitute or additional paying agents so appointed). Whereas: (A) This supplemental deed is supplemental to the trust deed dated 22 July 1994 (such trust deed, as from time to time amended and restated or supplemented in accordance with its terms being referred to herein as the “Trust Deed”) made between Unilever Finance Netherlands B.V., Unilever Capital Corporation and Unilever PLC as Issuers (the “Original Issuers”), Unilever PLC and Unilever United States, Inc. as Guarantors (the “Original Guarantors”) and the Trustee and to the paying agency agreement dated 22 July 1994 (such paying agency agreement, as from time to time amended and restated or supplemented with the prior consent of the Trustee being referred to herein as the “Paying Agency Agreement”) made between the Original Issuers, the Original Guarantors, the Trustee, the Principal Paying Agent and the other Paying Agents. (B) [There are not outstanding any Notes issued by the Retiring Issuer.]/[●] has assumed the obligations under the Notes.]4 (C) At the request of the Retiring Issuer, the Trustee has agreed to execute this supplemental deed in order to release the Retiring Issuer from its obligations, undertakings and covenants under the Trust Deed. (D) The Trustee and each of the Agents (as defined in Clause 1 of these presents) have agreed that the Retiring Issuer shall be released from its obligations, undertakings and covenants under the Paying Agency Agreement upon the execution and delivery of this supplemental deed. Now therefore this Supplemental Deed witnesseth and it is hereby declared as follows: 1 (A) In this supplemental deed, any reference to “Agents” is to the Principal Paying Agent, the other Paying Agents, the Calculation Agent, the Registrar, the other Transfer 2 Delete if UFN is the Retiring Issuer. 3 Include if UFN is the Retiring Issuer. 4 Delete as applicable. A54371967 135 Agents or any of them as such expressions are defined in the Paying Agency Agreement. (B) To the extent to which the same are applicable, the definitions and provisions contained in Clause 1 of the Trust Deed shall apply to and be incorporated in this supplemental deed (including the recitals hereto). 2 At the request of the Retiring Issuer: (a) the Trustee hereby releases the Retiring Issuer from its obligations, undertakings and covenants under the Trust Deed; and (b) the Trustee and each of the Agents hereby releases the Retiring Issuer from its obligations, undertakings and covenants under the Paying Agency Agreement. 3 The release of the Retiring Issuer shall not affect any accrued rights and liabilities as between the Retiring Issuer, the Trustee and the Agents pursuant to the Trust Deed and the Paying Agency Agreement. 4 This supplemental deed may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereby may execute this supplemental deed by signing any such counterpart. 5 This supplemental deed, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England. In witness whereof this supplemental deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written. A54371967 136 The Tenth Schedule Provisions for Meetings of Holders of Notes 1 (A) As used in this Schedule, the following expressions shall have the meanings hereinafter mentioned unless the context otherwise requires: (1) “voting certificate” shall mean a certificate in the English language issued by any Paying Agent and dated, in which it is stated: (a) that on the date thereof, Bearer Notes of any Series (not being Notes in respect of which a block voting instruction has been issued and is outstanding in respect of the meeting specified in such voting certificate or any adjournment thereof) of the principal amount(s) specified and bearing specified serial numbers (if applicable) have been deposited with such Paying Agent and that no such Notes will be released until the first to occur of: (i) the conclusion of the meeting specified in such certificate or if applicable any adjournment thereof or any poll taken on any resolution proposed thereat (whichever is the later); and (ii) the surrender of the voting certificate to the Paying Agent who issued the same; or (b) that until the release of the Notes represented thereby the bearer thereof is entitled to attend and vote at such meeting or any adjournment thereof in respect of the Notes represented by such certificate; (2) “block voting instruction” shall mean a document in the English language issued by any Paying Agent and dated, in which: (a) it is certified that Bearer Notes of the relevant Series (not being Notes in respect of which a voting certificate has been issued and is outstanding in respect of the meeting specified in such block voting instruction or any adjournment thereof) have been deposited with such Paying Agent and that no such Notes will be released until the first to occur of: (i) the conclusion of the meeting specified in such document or if applicable any adjournment thereof or any poll taken on any resolution proposed thereat (whichever is the later); and (ii) the surrender, not less than 48 hours before the time for which such meeting or adjourned meeting is convened or poll called, of the respective receipts to the Paying Agent who issued the same in respect of each such deposited Note which is to be released coupled with notice from the Paying Agent to the relevant Issuer of such surrender; (b) it is certified that each depositor of such Notes has instructed such Paying Agent that the vote(s) attributable to his or its Notes so deposited should be cast in a particular way in relation to the resolution or resolutions to be put to such meeting or any adjournment thereof and that all such instructions are, during the period of 48 hours prior to the time for which such meeting or adjourned meeting is convened, neither revocable nor subject to amendment; A54371967 137 (c) the total number, the principal amounts and the certificate numbers of the Notes (if applicable) so deposited are listed, distinguishing with regard to principal amount and with regard to each such resolution between those in respect of which instructions have been given as aforesaid that the votes attributable thereto should be cast in favour of the resolution, and those in respect of which instructions have been given that the votes attributable thereto should be cast against the resolution; and (d) one or more persons named in such document (hereinafter called a “proxy”) is or are authorised and instructed by such Paying Agent to cast the votes attributable to the Notes so listed in accordance with the instructions referred to in (c) above as set out in such document; (3) “electronic platform” means any form of telephony or electronic platform or facility and includes, without limitation, telephone and video conference call and application technology systems; (4) “hybrid meeting” means a combined physical meeting and virtual meeting convened pursuant to this Schedule by the relevant Issuer or the Guarantor or the Trustee at which persons may attend either at the physical location specified in the notice of such meeting or via an electronic platform; (5) “meeting” means a meeting convened pursuant to this Schedule by the relevant Issuer or the relevant Guarantor(s) or the Trustee and whether held as a physical meeting, as a virtual meeting or as a hybrid meeting; (6) “physical meeting” means any meeting attended by persons present in person at the physical location specified in the notice of such meeting; (7) “present” means physically present in person at a physical meeting or a hybrid meeting, or able to participate in or join a virtual meeting or a hybrid meeting held via an electronic platform; (8) “virtual meeting” means any meeting held via an electronic platform; and (9) “Alternative Clearing System” means any clearing system other than Euroclear or Clearstream, Luxembourg. (B) In respect of Bearer Notes, voting certificates and block voting instructions shall only be issued in respect of Notes deposited with any Paying Agent not less than 48 hours before the time for which the meeting or the poll to which the same relate has been convened or called and shall be valid only for so long as the relevant Notes will not be released pursuant to this paragraph 1 hereof and during the validity thereof the Holder of any such voting certificate or (as the case may be) the proxy or proxies named in any block voting instruction shall, for all purposes in connection with any meeting of Holders of Notes, be deemed to be the Holder of the Notes of the relevant Series to which such voting certificate or block voting instruction relates and the Paying Agent with which such Notes have been deposited shall nevertheless be deemed for such purposes not to be the Holder of those Notes. 2 The Trustee, the relevant Issuer or the relevant Guarantor(s) at any time may, and the Trustee shall (subject to its being indemnified to its satisfaction against all costs and expenses thereby occasioned) upon a request in writing at the time by Holders of Notes holding not less than one- tenth of the principal amount outstanding of the Notes of any particular Series for the time being outstanding shall, convene a meeting of the Holders of Notes of such Series. Whenever the


A54371967 138 relevant Issuer or the relevant Guarantor(s) is or, as the case may be, are about to convene any such meeting it shall forthwith give notice in writing to the Trustee of the day, time and place (or the details of the electronic platform to be used in the case of a virtual meeting) thereof and of the nature of the business to be transacted thereat. Every physical meeting shall be held at such place as the Trustee may approve. Every virtual meeting shall be held via an electronic platform and at a time approved by the Trustee. Every hybrid meeting shall be held at a time and place and via an electronic platform approved by the Trustee. 3 At least 21 days’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the day and time of the meeting and manner in which it is to be held, and the place of meeting in the case of a physical meeting or a hybrid meeting, or the details of the electronic platform to be used in the case of a virtual meeting or a hybrid meeting, shall be given to the Holders of the Notes of the relevant Series in the manner provided in the Conditions. A copy of the notice shall be given to the Trustee unless the meeting shall be convened by the Trustee, and to the relevant Issuer or the relevant Guarantor(s) unless the meeting shall be convened by such relevant Issuer or the relevant Guarantor(s). Such notice shall be given in the manner provided in these presents and shall, unless in any particular case the Trustee otherwise agrees, specify the terms of the resolutions to be proposed and shall include to the extent applicable to the relevant Series, inter alia, statements to the effect that Notes of the relevant Series may be deposited with any Paying Agent for the purpose of obtaining voting certificates or appointing proxies until 48 hours before the time fixed for the meeting but not thereafter. With respect to a virtual meeting or a hybrid meeting, each such notice shall set out such other and further details as are required under paragraph 26. 4 A person (who may, but need not, be the Holder of a Note of the relevant Series) nominated in writing by the Trustee shall be entitled to take the chair at every such meeting but if no such nomination is made or if at any meeting the person nominated shall not be present within 15 minutes after the time appointed for the holding of such meeting the Holders of Notes present shall choose one of their number to be chairperson and, failing such choice, the relevant Issuer may appoint a chairperson who may, but need not, be the Holder of a Note. The chairperson of an adjourned meeting need not be the same person as the chairperson of the original meeting. 5 At any such meeting two or more persons present in person holding Notes of the relevant Series and/or voting certificates and/or being proxies or representatives and being or representing in the aggregate a clear majority in principal amount of the Notes of the relevant Series for the time being outstanding shall form a quorum for the action of business and no business (other than the choosing of a chairperson) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business. The quorum at any such meeting for passing an Extraordinary Resolution shall (subject as provided below) be two or more persons present in person holding Notes of the relevant Series or voting certificates or being proxies and holding or representing in the aggregate a clear majority in principal amount of the Notes of the relevant Series for the time being outstanding; PROVIDED THAT at any meeting the business of which includes any of the following matters (each of which shall only be capable of being effected after having been approved by Extraordinary Resolution) namely: (i) varies the date of maturity or any date of redemption of any of the Notes of the relevant Series or any date for payment of any principal or interest in respect thereof; or (ii) reduces or cancels the principal amount of the Notes of the relevant Series, varies any provision regarding the calculation of the amount or the rate of interest payable thereon or varies the rate of discount, rate of amortisation or any other rate of return applicable thereto or reduces the amount of principal or interest payable on any date; or A54371967 139 (iii) modifies the provisions contained in this Schedule concerning the quorum required at any meeting of Holders of Notes in respect of the Notes of the relevant Series or any adjournment thereof or concerning the majority required to pass an Extraordinary Resolution; or (iv) varies the currency in which any payment (or other obligation) in respect of the Notes of the relevant Series is to be made; or (v) amends this proviso in any manner, the quorum shall be two or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate not less than 66 per cent. of the principal amount of the Notes of the relevant Series for the time being outstanding. 6 If within half an hour from the time appointed for any such meeting a quorum is not present the meeting shall, if convened upon the requisition of Holders of Notes, be dissolved. In any other case it shall be adjourned for such period, not being less than fourteen days nor more than 42 days, and to such time and place or electronic platform (as the case may be) as may be appointed by the chairperson. Save as otherwise provided in the proviso to this paragraph, at such adjourned meeting two or more persons present in person holding Notes of the relevant Series and/or voting certificates and/or being proxies or representatives (whatever the principal amount of the Notes so held or represented) shall form a quorum and shall have the power to pass any resolution and to decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had a quorum been present at such meeting provided that at any adjourned meeting the business of which includes any of the matters specified in the proviso to paragraph 5 above, the quorum shall be two or more persons present holding Notes or voting certificates or being proxies or representatives and holding or representing in the aggregate no less than 33 per cent. of the principal amount of the Notes of the relevant Series for the time being outstanding. 7 The chairperson may with the consent of (and shall if directed by) any meeting adjourn the same from time to time and from place to place (including, for this purpose, an electronic platform) but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. 8 At least fourteen days’ notice of any meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and such notice shall state the quorum required at such adjourned meeting. Subject as aforesaid, it shall not be necessary to give any notice of an adjourned meeting. 9 At a meeting which is held only as a physical meeting, every question submitted to such meeting shall be decided in the first instance by a show of hands and in case of equality of votes the chairperson shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Holder of a Note or as a Holder of a voting certificate and/or as a proxy or representative. 10 At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairperson or the relevant Issuer or the relevant Guarantor(s) or by one or more persons holding one or more Notes of the relevant Series or voting certificates and/or being proxies or representatives and holding or representing in the aggregate not less than one-fiftieth part of the principal amount outstanding of the Notes of the relevant Series for the time being outstanding, a declaration by the chairperson that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive A54371967 140 evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 11 If at any meeting a poll is so demanded, it shall be taken in such manner and (subject as hereinafter provided) either at once or after such an adjournment as the chairperson directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. 12 Any poll demanded at any meeting on the election of a chairperson or on any question of adjournment shall be taken at the meeting without adjournment. 13 At a virtual meeting, a resolution put to the vote of the meeting shall be decided on a poll in accordance with paragraph 28, and any such poll will be deemed to have been validly demanded at the time fixed for holding the meeting to which it relates. 14 The Trustee, the relevant Issuer and the relevant Guarantor(s) (through their respective representatives) and their respective financial and legal advisers shall be entitled to attend, participate and/or and speak at any meeting of the Holders of Notes. Save as aforesaid, no person shall be entitled to attend, participate and/or vote at any meeting of the Holders of Notes or to join with others in requesting the convening of such a meeting unless he is the Holder of a voting certificate or is a proxy or representative. Neither the relevant Issuer nor the relevant Guarantor(s) nor any of their group companies shall be entitled to vote in respect of Notes held by or on its behalf but this shall not prevent any proxy or representative named in the block voting instructions from being a director, officer or representative of, or otherwise connected with, the relevant Issuer, the relevant Guarantor(s) or any of their group companies. 15 Subject as provided in paragraph 14 above, at any such meeting (a) on a show of hands every person who is present in person or who produces his appointment as a representative or a Note or a Certificate of which he is the registered holder or a voting certificate or who is a proxy, shall have one vote and (b) on a poll every person who is so present shall have one vote in respect of each integral currency unit of the Specified Currency (a “Unit”) of Notes of the relevant Series so produced or represented by the voting certificate so produced or in respect of which he is a proxy. Without prejudice to the obligations of the proxies named in any block voting instruction or form of proxy, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way. 16 A proxy named in any block voting instruction need not be a Holder of any Note. 17 Each block voting instruction and each form of proxy, together (if so required by the Trustee) with proof satisfactory to the Trustee of its due execution on behalf of the relevant Paying Agent, shall be deposited at the registered office of the relevant Issuer (or at such other place or electronic platform as the Trustee shall designate or approve) not less than 24 hours before the time appointed for holding the meeting or adjourned meeting or for the taking of the poll at which the proxy named in the block voting instruction or form of proxy proposes to vote and in default the block voting instruction or form of proxy shall not be treated as valid unless the chairperson of the meeting decides otherwise before such meeting or adjourned meeting or poll proceeds to business. A notarially certified copy of each such block voting instruction and form of proxy and satisfactory proof as aforesaid (if applicable) shall be deposited with the Trustee before the commencement of the meeting, adjourned meeting or poll but the Trustee A54371967 141 shall not thereby be obliged to investigate or be concerned with the validity of, or the authority of the proxy named in, any such block voting instruction or form of proxy. 18 A proxy or representative may be appointed in respect of Registered Notes in the following circumstances: (i) Proxy: A holder of Registered Notes may, by an instrument in writing in the English language (a “form of proxy”) signed by the holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the specified office of the Registrar or the Principal Paying Agent not less than 48 hours before the time fixed for the relevant meeting, appoint one or more persons (each a “proxy”) to act on his or its behalf in connection with any meeting of the Noteholders and any adjourned such meeting. A proxy need not be a Holder of any Note. (ii) Representative: Any holder of Registered Notes which is a corporation may, by delivering to the Registrar or the Principal Paying Agent not later than 48 hours before the time fixed for any meeting a resolution of its directors or other governing body, authorise any person to act as its representative (a “representative”) in connection with any meeting of the Noteholders and any adjourned such meeting. (iii) Other Proxies: If the holder of a Registered Note is an Alternative Clearing System or a nominee of an Alternative Clearing System and the rules or procedures of such Alternative Clearing System so require, such nominee or Alternative Clearing System may appoint proxies in accordance with, and in the form used, by such Alternative Clearing System as part of its usual procedures from time to time in relation to meetings of Noteholders. Any proxy so appointed may, by an instrument in writing in the English language in the form available from the specified office of the Registrar or the Principal Paying Agent, or in such other form as may have been approved by the Trustee at least seven days before the date fixed for a meeting, signed by the proxy or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the Registrar or the Principal Paying Agent not later than 48 hours before the time fixed for any meeting, appoint any person or the Principal Paying Agent or any employee(s) of it nominated by it (the “sub- proxy”) to act on his or its behalf in connection with any meeting or proposed meeting of Noteholders. All references to “proxy” or “proxies” in this Schedule other than in this sub-paragraph 18(iii) shall be read so as to include references to “sub-proxy” or “sub- proxies”. (iv) Record Date: For so long as the Notes are eligible for settlement through an Alternative Clearing System’s book-entry settlement system and the rules or procedures of such Alternative Clearing System so require, the Issuer may fix a record date for the purpose of any meeting, provided such record date is no more than 10 days prior to the date fixed for such meeting which shall be specified in the notice convening the meeting. (v) Any proxy or sub-proxy appointed pursuant to sub-paragraph 18(i) or 18(iii) above or representative appointed pursuant to sub-paragraph 18(ii) above shall, so long as such appointment remains in full force, be deemed, for all purposes in connection with the relevant meeting or adjourned meeting of the Noteholders, to be the holder of the Notes to which such appointment relates and the holder of the Notes shall be deemed for such purposes not to be the holder or owner, respectively.


A54371967 142 19 Any vote given in accordance with the terms of a block voting instruction or form of proxy shall be valid notwithstanding the previous revocation or amendment of the block voting instruction or form of proxy or of any of the Noteholders’ instructions pursuant to which it was executed; provided that no intimation in writing of such revocation or amendment shall have been received from the Principal Paying Agent by the relevant Issuer at its registered office or by the chairperson of the meeting in each case not less than 24 hours before the commencement of the meeting or adjourned meeting at which the block voting instruction or form of proxy is intended to be used. 20 A meeting of the Holders of Notes shall, in respect of the Notes of the relevant Series and subject to the provisions contained in the Conditions, in addition to the powers hereinbefore given, but without prejudice to any powers conferred on other persons by these presents, have the following powers exercisable by Extraordinary Resolution namely: (a) to sanction any proposal by the relevant Issuer or the relevant Guarantor(s) for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Holders of Notes and/or the Couponholders in respect of the Notes of the relevant Series, against the relevant Issuer and/or Guarantor(s) whether such rights shall arise under these presents, the Notes or Coupons (if any) of that Series or otherwise; (b) power to sanction any scheme or proposal for the exchange or sale of the Notes of any Series, for the conversion of the Notes of any Series, into or the cancellation of the Notes of any Series, in consideration of, shares, stock, bonds, notes, debentures, debenture stocks and/or other obligations and/or securities of the relevant Issuer or any other company formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, bonds, notes, debentures, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration of cash; (c) to assent to any modification or alteration of the provisions contained in the Notes or the Coupons of the relevant Series, the Conditions thereof or these presents which shall be proposed by the relevant Issuer, the relevant Guarantor(s) or the Trustee; (d) to waive or authorise any breach or proposed breach by the relevant Issuer or the relevant Guarantor(s) of its or their obligations under the Conditions applicable to the Notes of the relevant Series or these presents or determine that any act or omission which might otherwise constitute an Event of Default under the Conditions applicable to the Notes of the relevant Series shall not be treated as such; (e) to authorise the Trustee to concur in and execute and do all such documents, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution; (f) to give any authority, direction or sanction which under these presents or the Conditions applicable to the Notes of the relevant Series is required to be given by Extraordinary Resolution; (g) to appoint any persons (whether Holders of Notes or not) as a committee or committees to represent the interests of the Holders of Notes in respect of the Notes of the relevant Series and to confer upon such committee or committees any powers or discretions which such Holders of Notes could themselves exercise by Extraordinary Resolution; (h) to approve a person proposed to be appointed a new Trustee under these presents and to remove any Trustee or Trustees for the time thereof; and A54371967 143 (i) to discharge or exonerate the Trustee from any liability in respect of any act or omission for which the Trustee may have become responsible under these presents or under the Notes of the relevant Series. 21 An Extraordinary Resolution passed at a meeting of the Holders of Notes in respect of the Notes of the relevant Series duly convened and held in accordance with these presents shall be binding upon all the Holders of Notes of the relevant Series, whether present or not present at such meeting, and upon all the Couponholders in respect of Notes of the relevant Series and each of the Holders of Notes and Couponholders shall, in respect of the Notes of that Series, be bound to give effect thereto accordingly. The passing of any such resolution shall be conclusive evidence that the circumstances of such resolution justify the passing thereof. 22 The expression “Extraordinary Resolution” when used in these presents means a resolution passed at a meeting of the Holders of Notes in respect of the Notes of the relevant Series duly convened and held in accordance with the provisions contained herein by a majority consisting of not less than three-fourths of the votes cast thereon or an instrument or instruments in writing signed by the Holder or Holders of not less than 75 per cent. of the Notes of the relevant Series for the time being outstanding. 23 If and whenever an Issuer shall have issued and have outstanding any Notes which do not form one single Series then the foregoing provisions of this Schedule shall have effect subject to the following modifications: (i) a resolution which in the opinion of the Trustee affects one Series only of the Notes shall be deemed to have been duly passed if passed at a separate meeting of the Holders of the Notes of the relevant Series; (ii) a resolution which in the opinion of the Trustee affects more than one Series of the Notes but does not give rise to a conflict of interest between the Holders of Notes of any of the Series affected shall be deemed to have been duly passed if passed at a single meeting of the Holders of the Notes of all Series so affected; (iii) a resolution which in the opinion of the Trustee affects more than one Series of Notes and gives or may give rise to a conflict of interest between the Holders of the Notes of one Series or group of Series so affected and the Holders of the Notes of another Series or group of Series so affected shall be deemed to have been duly passed only if in lieu of being passed at a single meeting of the Holders of the Notes of all such Series it shall be duly passed at separate meetings of the Holders of the Notes of each Series so affected; and (iv) to all such meetings as aforesaid all preceding provisions of this Schedule shall, mutatis mutandis, apply as if references therein to Notes and Noteholders or Holders of Notes of the relevant Series were references to the Notes of the Series or group of Series in question and to the Holders of such Notes respectively. 24 Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by the relevant Issuer or the Trustee and any such minutes as aforesaid, if purporting to be signed by the chairperson of the meeting at which such resolutions were passed or proceedings transacted or by the chairperson of the next succeeding meeting of the Holders of Notes in respect of the Notes of the relevant Series, shall be conclusive evidence of the matters therein contained and until the contrary is proved every such meeting in respect of the proceedings of which minutes have been made and signed as aforesaid shall be deemed to have been duly held and A54371967 144 convened and all resolutions passed or proceedings transacted thereat to have been duly passed and transacted. Subject to all other provisions contained in these presents, the Trustee may by agreement with UFN, UCC and PLC, without the consent of the Noteholders or the Couponholders, prescribe or approve such further and/or alternative regulations regarding the holding of meetings of Noteholders and attendance and voting thereat as the Trustee may in its discretion determine or as proposed by the relevant Issuer or the relevant Guarantor(s). 25 So long as the Notes of the relevant Series are represented by any Notes in global form, the Holder of the relevant Notes in global form shall for the purposes of this Schedule be deemed to be two persons and, at any such meeting, as having one vote in respect of each Unit for which such Notes in global form may be exchanged. 26 The relevant Issuer, the relevant Guarantor(s) (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion may decide to hold a virtual meeting or a hybrid meeting and, in such case, shall provide details of the means for Holders of the relevant Notes or their proxies or representatives to attend and participate in the meeting, including the electronic platform to be used. 27 The relevant Issuer, or the relevant Guarantor(s) or the chairperson (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion may make any arrangement and impose any requirement or restriction as is necessary to ensure the identification of those entitled to take part in the virtual meeting or a hybrid meeting and the suitability of the electronic platform. All documentation that is required to be passed between persons at or for the purposes of the virtual meeting or the hybrid meeting (in whatever capacity) shall be communicated by email (or such other medium of electronic communication as the Trustee may approve). 28 All resolutions put to a virtual meeting or a hybrid meeting shall be voted on by a poll in accordance with paragraphs 9-13 above (inclusive) and such poll votes may be cast by such means as the relevant Issuer, or the relevant Guarantor(s) (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion considers appropriate for the purposes of the virtual meeting. 29 Persons seeking to attend, participate in, speak at or join a virtual meeting or a hybrid meeting via the electronic platform shall be responsible for ensuring that they have access to the facilities (including, without limitation, IT systems, equipment and connectivity) which are necessary to enable them to do so. 30 In determining whether persons are attending, participating in or joining a virtual meeting or a hybrid meeting via the electronic platform, it is immaterial whether any two or more members attending it are in the same physical location as each other or how they are able to communicate with each other. 31 Two or more persons who are not in the same physical location as each other attend a virtual meeting or a hybrid meeting if their circumstances are such that if they have (or were to have) rights to speak or vote at that meeting, they are (or would be) able to exercise them. 32 The chairperson of the meeting reserves the right to take such steps as the chairperson shall determine in its absolute discretion to avoid or minimise disruption at the meeting, which steps may include (without limitation), in the case of a virtual meeting or a hybrid meeting, muting the A54371967 145 electronic connection to the meeting of the person causing such disruption for such period of time as the chairperson may determine.5 33 The relevant Issuer, or the relevant Guarantor(s) (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion may make whatever arrangements they consider appropriate to enable those attending a virtual meeting or a hybrid meeting to exercise their rights to speak or vote at it. 34 A person is able to exercise the right to speak at a virtual meeting or a hybrid meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, as contemplated by the relevant provisions of this Schedule. 35 A person is able to exercise the right to vote at a virtual meeting or a hybrid meeting when: (i) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and (ii) that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting who are entitled to vote at such meeting. 5 In circumstances where there is a persistent speaker or questioner who is disruptive, the chairperson may, having given due consideration to the points or questions raised, as a last resort, put that attendee’s line on mute so that the business of the meeting may proceed whilst allowing them to continue to be part of the meeting and to vote at the relevant stage in the meeting.


a22secondsupplementalind

UNILEVER CAPITAL CORPORATION, Issuer UNILEVER FINANCE NETHERLANDS B.V., Issuer UNILEVER PLC, Guarantor UNILEVER UNITED STATES, INC., Guarantor TO THE BANK OF NEW YORK MELLON, Trustee ____________ AMENDED AND RESTATED INDENTURE Dated as of July 26, 2023 ____ Guaranteed Debt Securities 1 TABLE OF CONTENTS1 Page PARTIES ...........................................................................................................................................11 RECITALS OF UCC, UFN, UNILEVER PLC and UNUS .................................................................11 RECITALS OF EACH OF THE GUARANTORS ..............................................................................11 ARTICLE I Definitions and Other Provisions of General Application SECTION 1.01. Definitions: ................................................................................................ 12 Act ................................................................................................................. 12 Affiliate .......................................................................................................... 12 Attributable Debt ........................................................................................... 12 Authenticating Agent ..................................................................................... 12 Authorized Newspaper .................................................................................. 13 Board of Directors ......................................................................................... 13 Board Resolution ........................................................................................... 13 Business Day ................................................................................................ 13 Capital Employed .......................................................................................... 13 Commission .................................................................................................. 13 Corporate Trust Office................................................................................... 13 corporation .................................................................................................... 13 Coupon or Coupons ...................................................................................... 13 Debt ............................................................................................................... 13 1 NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture. 2 Debt Securities .............................................................................................. 13 Defaulted Interest .......................................................................................... 13 Depository ..................................................................................................... 13 Discharged .................................................................................................... 13 endorsed ....................................................................................................... 14 Event of Default ............................................................................................. 14 Exchange Act ................................................................................................ 14 Exchange Date .............................................................................................. 14 Foreign Currency .......................................................................................... 14 Foreign Government Securities .................................................................... 14 Global Security .............................................................................................. 14 Guarantee ..................................................................................................... 14 Guarantors .................................................................................................... 14 Holder ............................................................................................................ 14 Indenture ....................................................................................................... 14 interest .......................................................................................................... 14 Interest Payment Date .................................................................................. 14 Investment Company Act .............................................................................. 15 Issuer ............................................................................................................ 15 Issuer Request and Issuer Order .................................................................. 15 Maturity ......................................................................................................... 15 Netherlands ................................................................................................... 15 Notice of Default ............................................................................................ 15 N.V. Shares ..................................................... Error! Bookmark not defined. Officer’s Certificate ........................................................................................ 15 3 Opinion of Counsel........................................................................................ 15 Original Issue Discount Security ................................................................... 15 Outstanding ................................................................................................... 15 Paying Agent ................................................................................................. 16 Person ........................................................................................................... 16 Place of Payment .......................................................................................... 16 Predecessor Debt Security ........................................................................... 16 Principal Property .......................................................................................... 17 Redemption Date .......................................................................................... 17 Redemption Price .......................................................................................... 17 Regular Record Date .................................................................................... 17 Responsible Officer ....................................................................................... 17 Restricted Subsidiary .................................................................................... 17 Securities Act ................................................................................................ 17 Security Register and Security Registrar ...................................................... 17 Senior Debt ................................................................................................... 17 Special Record Date ..................................................................................... 18 Stated Maturity .............................................................................................. 18 Subsidiary ..................................................................................................... 18 Trust Indenture Act........................................................................................ 18 Trustee .......................................................................................................... 18 United Kingdom ............................................................................................. 18 United States Alien........................................................................................ 18 United States of America .............................................................................. 18 U.S. Governmental Obligations .................................................................... 18


4 U.S. Person ................................................................................................... 19 Vice President ............................................................................................... 19 Voting Stock .................................................................................................. 19 Yield to Maturity ............................................................................................ 19 SECTION 1.02. Compliance Certificates and Opinions. .................................................... 19 SECTION 1.03. Form of Documents Delivered to Trustee. ............................................... 20 SECTION 1.04. Acts of Holders. ........................................................................................ 20 SECTION 1.05. Notices, Etc., to Trustee, UCC, UFN, Unilever PLC or UNUS ................. 21 SECTION 1.06. Notice to Holders; Waiver. ........................................................................ 22 SECTION 1.07. Conflict with Trust Indenture Act. .............................................................. 23 SECTION 1.08. Effect of Headings and Table of Contents. ............................................... 23 SECTION 1.09. Successors and Assigns. ......................................................................... 23 SECTION 1.10. Separability Clause. ................................................................................. 23 SECTION 1.11. Benefits of Indenture. ............................................................................... 23 SECTION 1.12. Governing Law. ........................................................................................ 23 SECTION 1.13. Saturdays, Sundays and Legal Holidays. ................................................ 24 SECTION 1.14. Appointment of Agent for Service. ............................................................ 24 ARTICLE II Debt Security Forms SECTION 2.01. Forms Generally. ...................................................................................... 25 SECTION 2.02. Guarantee by Guarantors; Form of Guarantee. ....................................... 25 SECTION 2.03. Form of Trustee's Certificate of Authentication. ....................................... 28 ARTICLE III The Debt Securities SECTION 3.01. Amount Unlimited; Issuable in Series. ..................................................... 28 5 SECTION 3.02. Denominations. ........................................................................................ 31 SECTION 3.03. Execution, Authentication, Delivery and Dating. ...................................... 31 SECTION 3.04. Temporary Debt Securities. ...................................................................... 32 SECTION 3.05. Registration, Registration of Transfer and Exchange. ............................. 33 SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Debt Securities. ........................... 34 SECTION 3.07. Payment of Interest; Interest Rights Preserved. ...................................... 35 SECTION 3.08. Persons Deemed Owners. ....................................................................... 37 SECTION 3.09. Cancellation. ............................................................................................. 37 SECTION 3.10. Computation of Interest. ........................................................................... 37 SECTION 3.11. Compliance with Certain Laws and Regulations. ..................................... 37 SECTION 3.12. Global Security. ........................................................................................ 37 SECTION 3.13. CUSIP Numbers. ...................................................................................... 39 ARTICLE IV ..................................................................................................................................... 39 SECTION 4.01. Satisfaction and Discharge of Indenture. ................................................. 39 SECTION 4.02. Application of Trust Money. ...................................................................... 41 SECTION 5.01. Events of Default. ..................................................................................... 41 SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. .............................. 42 SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee. ......... 43 SECTION 5.04. Trustee May File Proofs of Claim. ............................................................ 44 SECTION 5.05. Trustee May Enforce Claims Without Possession of Debt Securities. ................................................................................................. 45 SECTION 5.06. Application of Money Collected. ............................................................... 45 SECTION 5.07. Limitation on Suits. ................................................................................... 45 SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest...................................................................................................... 46 SECTION 5.09. Restoration of Rights and Remedies. ...................................................... 46 6 SECTION 5.10. Rights and Remedies Cumulative. ........................................................... 46 SECTION 5.11. Delay or Omission Not Waiver. ................................................................ 47 SECTION 5.12. Control by Holders. ................................................................................... 47 SECTION 5.13. Waiver of Past Defaults. ........................................................................... 47 SECTION 5.14. Undertaking for Costs. .............................................................................. 47 SECTION 5.15. Waiver of Usury, Stay or Extension Laws. ............................................... 48 ARTICLE VI The Trustee SECTION 6.01. Certain Duties and Responsibilities. ........................................................ 48 SECTION 6.02. Notice of Defaults. .................................................................................... 49 SECTION 6.03. Certain Rights of Trustee.......................................................................... 49 SECTION 6.04. Not Responsible for Recitals or Issuance of Debt Securities................... 51 SECTION 6.05. May Hold Debt Securities. ........................................................................ 51 SECTION 6.06. Money Held in Trust. ................................................................................ 51 SECTION 6.07. Compensation and Reimbursement. ........................................................ 51 SECTION 6.08. Disqualification; Conflicting Interests. ...................................................... 52 SECTION 6.09. Corporate Trustee Required; Eligibility. .................................................... 52 SECTION 6.10. Resignation and Removal; Appointment of Successor. ........................... 52 SECTION 6.11. Acceptance of Appointment by Successor. .............................................. 54 SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business............... 55 SECTION 6.13. Preferential Collection of Claims. ............................................................. 55 SECTION 6.14. Appointment of Authenticating Agent. ...................................................... 55 7 ARTICLE VII Holders’ Lists and Reports by Trustee, Company and Guarantors SECTION 7.01. Issuer and Guarantors to Furnish Trustee Names and Addresses of Holders. ................................................................................................ 57 SECTION 7.02. Preservation of Information; Communication to Holders. ........................ 57 SECTION 7.03. Reports by Trustee. .................................................................................. 57 SECTION 7.04. Reports by Issuer and Guarantors. .......................................................... 58 ARTICLE VIII Consolidation, Merger, Conveyance, Transfer or Lease SECTION 8.01. UCC, UFN, UNUS or Unilever PLC May Consolidate, Etc., Only on Certain Terms. ..................................................................................... 58 SECTION 8.02. Successor Corporation Substituted. ......................................................... 59 SECTION 8.03. Assumption by Guarantors or Subsidiary of Any Issuer’s Obligations. .............................................................................................. 59 ARTICLE IX Supplemental Indentures SECTION 9.01. Supplemental Indentures without Consent of Holders. ............................ 61 SECTION 9.02. Supplemental Indentures with Consent of Holders. ................................. 62 SECTION 9.03. Execution of Supplemental Indentures. ................................................... 63 SECTION 9.04. Effect of Supplemental Indentures. .......................................................... 63 SECTION 9.05. Conformity with Trust Indenture Act. ........................................................ 64 SECTION 9.06. Reference in Debt Securities to Supplemental Indentures. ..................... 64 ARTICLE X Covenants SECTION 10.01. Payment of Principal, Premium and Interest. ........................................... 64 SECTION 10.02. Maintenance of Office or Agency. ............................................................. 64


8 SECTION 10.03. Money for Debt Security Payments to be Held in Trust. .......................... 65 SECTION 10.04. Corporate Existence. ................................................................................ 66 SECTION 10.05. Limitation of Liens. ................................................................................... 66 SECTION 10.06. Limitation on Sales and Leasebacks. ....................................................... 68 SECTION 10.07. Issuers to be Wholly Owned Subsidiaries. ............................................... 69 SECTION 10.08. Statement as to Compliance. ................................................................... 69 SECTION 10.09. Waiver of Certain Covenants. .................................................................. 69 SECTION 10.10. Additional Payments by the Guarantors. .................................................. 70 SECTION 10.11. Additional Payments of Each Issuer. ........................................................ 71 SECTION 10.12. Calculation of Original Issue Discount. .................................................... 73 ARTICLE XI Redemption of Debt Securities SECTION 11.01. Applicability of Article. ............................................................................... 73 SECTION 11.02. Election to Redeem; Notice to Trustee. .................................................... 73 SECTION 11.03. Selection by Trustee of Debt Securities to be Redeemed. ...................... 74 SECTION 11.04. Notice of Redemption. .............................................................................. 74 SECTION 11.05. Deposit of Redemption Price. .................................................................. 75 SECTION 11.06. Debt Securities Payable on Redemption Date. ........................................ 75 SECTION 11.07. Debt Securities Redeemed in Part. .......................................................... 75 SECTION 11.08. Optional Redemption Due to Changes in United States, United Kingdom or the Netherlands Tax Treatment. ............................................ 75 ARTICLE XII Sinking Fund SECTION 12.01. Applicability of Article. ............................................................................... 76 SECTION 12.02. Satisfaction of Sinking Fund Payments. ................................................... 76 9 SECTION 12.03. Redemption of Debt Securities for Sinking Fund. .................................... 77 SECTION 12.04. Sinking Fund Moneys Not to be Applied to Redemption of Debt Securities Under Certain Circumstances. ................................................ 77 ARTICLE XIII Meetings of Holders of Debt Securities SECTION 13.01. Purpose of Meetings. ............................................................................... 77 SECTION 13.02. Call of Meeting by Trustee........................................................................ 78 SECTION 13.03. Call of Meeting by UCC, UFN, Unilever PLC, UNUS or Holders of Debt Securities. ........................................................................................ 78 SECTION 13.04. Qualifications for Voting............................................................................ 78 SECTION 13.05. Regulations. ............................................................................................. 78 SECTION 13.06. Voting........................................................................................................ 79 SECTION 13.07. No Delay of Rights by Meeting. ................................................................ 80 ARTICLE XIV Defeasance SECTION 14.01. Defeasance Upon Deposit of Moneys, U.S. Government Obligations or Foreign Government Securities. ....................................... 80 SECTION 14.02. Application of Trust Money. ...................................................................... 82 SECTION 14.03. Repayment to Issuer. ............................................................................... 82 SECTION 14.04. Indemnity for U.S. Government Obligations and Foreign Government Securities. ............................................................................ 82 SECTION 14.05. Reinstatement. ......................................................................................... 82 SECTION 14.06. Return of Unclaimed Money. .................................................................... 83 ARTICLE XV Conversion of Debt Securities SECTION 15.01. Applicability of Article. ............................................................................... 83 SECTION 15.02. Conversion Privilege. ............................................................................... 83 10 SECTION 15.03. Exercise of Conversion Privilege. ............................................................ 83 SECTION 15.04. Fractional Interests. .................................................................................. 85 SECTION 15.05. Conversion Price. ..................................................................................... 85 SECTION 15.06. Adjustment of Conversion Price. .............................................................. 85 SECTION 15.07. Continuation of Conversion Privilege in Case of Reclassification, Change, Merger, Consolidation or Sale of Assets. .................................. 88 SECTION 15.08. Notice of Certain Events........................................................................... 89 SECTION 15.09. Disclaimer of Responsibility for Certain Matters. ..................................... 89 SECTION 15.10. Return of Funds Deposited for Redemption of Converted Debt Securities. ................................................................................................. 90 ARTICLE XVI Subordination of Debt Securities SECTION 16.01. Applicability of Article. ............................................................................... 90 SECTION 16.02. Agreement to Subordinate. ...................................................................... 90 SECTION 16.03. Payments by an Issuer to Holders. .......................................................... 90 SECTION 16.04. Payments by Guarantors to Holders. ....................................................... 91 SECTION 16.05. "Cash, Property or Securities" .................................................................. 92 SECTION 16.06. Subrogation of Debt Securities. ............................................................... 93 SECTION 16.07. Authorization by Holders. ......................................................................... 94 SECTION 16.08. Notice to Trustee. ..................................................................................... 94 SECTION 16.09. Trustee's Relation to Senior Debt. ........................................................... 95 SECTION 16.10. No Impairment of Subordination. ............................................................. 95 TESTIMONIUM ............................................................................................................................... 96 SIGNATURES AND SEALS ............................................................................................................ 96 ACKNOWLEDGEMENTS ............................................................................................................... 99 11 INDENTURE, amended and restated as of July 26, 2023, among UNILEVER CAPITAL CORPORATION, a corporation organized under the laws of the State of Delaware (herein called "UCC"), having its principal office at 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632; UNILEVER FINANCE NETHERLANDS B.V., a corporation organized under the laws of the Netherlands (herein called "UFN"), with its corporate seat (statutaire zetel) at Rotterdam, the Netherlands, having its registered office at Weena 455, Rotterdam 3013 AL, the Netherlands, and registered with the Trade Register of the Dutch Chamber of Commerce under number 81003889; UNILEVER PLC, a company organized under the laws of and registered in England (herein called "Unilever PLC"), having its registered office at Unilever House, 100 Victoria Embankment, Blackfriars, London EC4Y 0DY, England; UNILEVER UNITED STATES INC., a corporation organized under the laws of the State of Delaware (herein called "UNUS"), having its principal office at 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632 (UNUS herein called individually a "Guarantor" and, with Unilever PLC, collectively, the "Guarantors"); and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (herein called the "Trustee"), having its Corporate Trust Office at 240 Greenwich Street, Floor 7 West, New York, New York 10286. RECITALS OF UCC, UFN, UNILEVER PLC and UNUS UCC, Unilever N.V., a corporation formerly organized under the laws of Netherlands (herein called “Unilever N.V.”), Unilever PLC and UNUS have been parties to an amended and restated Indenture dated as of September 22, 2014, pursuant to which UCC has issued, and may from time to time issue, unsecured debentures, notes or other evidences of indebtedness (herein called the "Debt Securities"), to be issued in one or more series by any of UCC, in registered form without coupons or in bearer form with interest coupons attached (except in the case of Debt Securities that do not pay current interest), the amount and terms of each such series to be determined as hereinafter provided. The Indenture was supplemented by the first supplemental indenture dated as of November 30, 2020 (the “First Supplemental Indenture”), pursuant to which Unilever PLC assumed the rights and obligations of Unilever N.V. as an issuer and guarantor under the Indenture following the cross-border merger in which Unilever N.V. was merged into Unilever PLC and thereafter ceased to exist (“Unification”). This Indenture was amended and restated on July 26, 2023, pursuant to Section 9.01 below to add UFN as an issuer thereunder and make certain conforming changes throughout, such action not adversely affecting the interest of the Holders of Debt Securities, or holder of Coupons of any series in any material respect. All things necessary to make this Indenture a valid agreement of UCC, UFN, Unilever PLC and UNUS, in accordance with its terms, have been done. RECITALS OF EACH OF THE GUARANTORS Each Guarantor desires to make the Guarantees provided for herein. All things necessary to make this Indenture a valid agreement of each such Guarantor, in accordance with its terms, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Debt Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Debt Securities and holders of Coupons, as follows:


12 ARTICLE I Definitions and Other Provisions of General Application SECTION 1.01. Definitions: For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular and the singular as well as the plural; (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; and (3) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. Certain terms, used principally in Articles VI, X and XIII, are defined in those Articles. "Act", when used with respect to any Holder, has the meaning specified in Section 1.04. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. “Annual Accounts of Unilever PLC” means the accounts of Unilever PLC containing financial information published annually by Unilever PLC and sent to its shareholders in accordance with the law or such other annually published similar information as may be published by Unilever PLC in substitution for the foregoing. "Attributable Debt" means, as to any particular lease under which Unilever PLC or any Restricted Subsidiary is at any time liable as lessee and at any date as of which the amount thereof is to be determined, the total net obligations of the lessee for rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended) discounted from the respective due dates thereof to such date at a rate per annum equivalent to the lesser of (a) the weighted average Yield to Maturity of the Outstanding Debt Securities hereunder, such average being weighted by the principal amount of the Debt Securities of each series or, in the case of Original Issue Discount Securities, such amount to be the principal amount of such Outstanding Original Issue Discount Securities that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 5.02, and (b) the interest rate inherent in such lease (as determined in good faith by Unilever PLC), both to be compounded semi-annually. "Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Debt Securities. 13 "Authorized Newspaper" means a newspaper in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in the place or places in connection with which the term is used, which, in the United Kingdom, will be the Financial Times of London if practicable, in the United States will be The Wall Street Journal if practicable, and in the Netherlands will be Het Financieele Dagblad if practicable and if it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in any such newspapers, shall mean any publication or other notice in lieu thereof which is acceptable to the Trustee. "Board of Directors", when used with reference to UCC, UFN, Unilever PLC or UNUS, means either the board of directors, or any committee of such board duly authorized to act with respect hereto, of UCC, UFN, Unilever PLC or UNUS, as the case may be. "Board Resolution", when used with reference to UCC, UFN, Unilever PLC or UNUS, means a copy of a resolution certified by the Secretary or a Deputy or Assistant Secretary of UCC or of Unilever PLC or UNUS and, in the case of UFN, any person authorized under its Articles of Association so to certify, as the case may be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York, New York, in London, England or in Rotterdam, The Netherlands are generally authorized or obligated by law or executive order to close. "Capital Employed" means the capital and reserves, outside interests in group companies, creditors due after more than one year and provisions for liabilities and charges, as shown on the consolidated balance sheet of Unilever PLC and its Subsidiaries as published in the most recent Annual Accounts of Unilever PLC. "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the United States Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. "Corporate Trust Office" means the principal office of the Trustee in New York, New York at which at any particular time its corporate trust business shall be administered. The term "corporation" includes corporations, associations, companies, joint stock companies and business trusts. "Coupon" or "Coupons" means any interest coupon or coupons, as the case may be, appertaining to any Debt Securities. "Debt" means any indebtedness for money borrowed. "Debt Securities" has the meaning set forth in the first recital of UCC and Unilever PLC herein. "Defaulted Interest" has the meaning specified in Section 3.07. "Depository" has the meaning set forth in Section 3.12. "Discharged" has the meaning set forth in Section 14.01. 14 “Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder. "endorsed" means, as to any Guarantee, to set forth on the reverse of any Debt Security. "Event of Default" has the meaning specified in Section 5.01. "Exchange Act" means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time. "Exchange Date" has the meaning specified in Section 3.12. "Foreign Currency" means a currency or cash issued by the government of any country other than the United States of America or units based on or relating to such currencies (including European Currency Units) (such Units, including European Currency Units, being hereinafter referred to as "basket currencies"). "Foreign Government Securities" means with respect to Debt Securities and Coupons, if any, of any series that are denominated in a Foreign Currency, noncallable (i) direct obligations of the government that issued such Foreign Currency, the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government, the payment of which obligations is unconditionally guaranteed as a full faith and credit obligation of such government. "Global Security" means for any Debt Securities of a particular series, a temporary global security in bearer form without interest coupons, in such form as shall be established by or pursuant to action or the authority of the Board of Directors of UCC, UFN, Unilever PLC or UNUS, as the case may be, interests in which may be exchanged as described in Section 3.12 for Debt Securities of such series in definitive form. "Guarantee" means any guarantee of any Guarantor endorsed on a Debt Security authenticated and delivered pursuant to this Indenture and shall include the guarantees set forth in Section 2.02. "Guarantors" means the Persons named as "Guarantors" in the first paragraph of this Indenture until, in the case of any Guarantor, a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Guarantors" shall include such successor corporation. "Holder" means a Person who shall at the time be the bearer of any bearer Debt Security or in whose name a registered Debt Security is registered in the Security Register. "Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms and forms of particular series of Debt Securities established pursuant to Section 3.01. The term "interest", when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. "Interest Payment Date", when used with respect to any Debt Security or Coupon, means the Stated Maturity of an installment of interest on such Debt Security or Coupon. 15 "Investment Company Act" means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time. "Issuer" means the issuer of any series of Debt Securities issued under this Indenture, whether UCC or UFN (until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Person). Issuer shall also mean any new issuer of Debt Securities under this Indenture as contemplated by Section 9.01(1). "Issuer Request" and "Issuer Order" mean, respectively, a written request or order delivered to the Trustee and signed in the name of UCC, UFN, Unilever PLC or UNUS by, (i) in the case of UCC or UNUS, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, or (ii) in the case of UFN, any person or persons authorized pursuant to its Articles of Association to represent UFN, or (iii) in the case of Unilever PLC, a Director, the Secretary, the Deputy Secretary, any Assistant Secretary, or any other person thereunto duly authorized; provided that in the case of (ii) and (iii), any person signing such Issuer Request or Issuer Order shall represent that he or she is duly authorized to sign such Request or Order and The Bank of New York Mellon shall not be required to undertake any independent investigation of its own to verify such authority. "Maturity", when used with respect to any Debt Security, means the date on which the principal of such Debt Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. "Netherlands" mean the European part of the Kingdom of The Netherlands. "Notice of Default" means a written notice of the kind specified in Section 5.01(4). "Officer’s Certificate" means a certificate delivered to the Trustee and signed in the name of UCC, UFN, Unilever PLC or UNUS by, (i) in the case of UCC or UNUS, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, or (ii) in the case of UFN, any person or persons authorized pursuant to its Articles of Association to represent UFN, or (iii) in the case of Unilever PLC, a Director, the Secretary, the Deputy Secretary or any Assistant Secretary or any other person thereunto duly authorized, or, (iv) in the case of a Subsidiary of Unilever PLC or UNUS (other than UCC or UFN), an officer holding similar positions. The officer signing an Officer’s Certificate given on behalf of UCC, UFN, Unilever PLC or UNUS pursuant to Section 10.08 shall be the principal executive, financial or accounting officer of UCC, UFN, Unilever PLC or UNUS, as the case may be, and delivered to the Trustee. "Opinion of Counsel" means a written opinion of legal advisors, reasonably acceptable to the Trustee, who may be legal advisors for UCC, UFN, Unilever PLC or UNUS, and delivered to the Trustee. "Original Issue Discount Security" means any Debt Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02. "Outstanding", when used with respect to Debt Securities or any series of Debt Securities means, as of the date of determination, all Debt Securities or all Debt Securities of such series, as the case may be, theretofore authenticated and delivered under this Indenture except: Debt Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;


16 Debt Securities, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited with Trustee or any Paying Agent (other than the Issuer of such Debt Securities or a Guarantor) in trust or set aside and segregated in trust by an Issuer or a Guarantor, as the case may be (if the Issuer of such Securities or a Guarantor shall act as its own or their own Paying Agent) for the Holders of such Debt Securities; provided that, if such Debt Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; Debt Securities as to which Discharge has been effected pursuant to Section 14.01(a); and Debt Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Debt Securities have been authenticated and delivered pursuant to this Indenture, other than any such Debt Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Debt Securities are held by a bona fide purchaser in whose hands such Debt Securities are valid obligations of UCC, UFN or Unilever PLC, as the case may be; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Debt Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder (i) Debt Securities beneficially owned by UCC, UFN, Unilever PLC or UNUS or any other obligor upon the Debt Securities or any Affiliate of UCC, either Unilever PLC or UNUS or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Debt Securities which a Responsible Officer of the Trustee actually knows to be so beneficially owned shall be so disregarded; provided further, however, that Debt Securities so beneficially owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes the pledgee's right so to act with respect to such Debt Securities and that the pledgee is not UCC, UFN, Unilever PLC or UNUS or any other obligor upon the Debt Securities or any Affiliate of UCC, UFN, Unilever PLC or UNUS or such other obligor, and (ii) the principal amount of an Outstanding Original Issue Discount Security that shall be deemed to be Outstanding shall be in the amount that would be due and payable as of the date of such determination upon a declaration of acceleration of maturity thereof pursuant to Section 5.02. "Paying Agent" means any Person (which may include UCC, UFN, Unilever PLC or UNUS) authorized by UCC, UFN or Unilever PLC, as the case may be, to pay the principal of (and premium, if any) or any interest on any Debt Securities on behalf of an Issuer. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Place of Payment", when used with respect to the Debt Securities of any series, means the place or places where the principal of (and premium, if any) and any interest on the Debt Securities of that series are payable as specified pursuant to Section 3.01, or if not so specified, as specified in Section 10.02. "Predecessor Debt Security" of any particular Debt Security means every previous Debt Security evidencing all or a portion of the same debt as that evidenced by such particular 17 Debt Security; and, for the purposes of this definition, any Debt Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Debt Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Debt Security. "Principal Property" means any manufacturing or processing plant or warehouse located in the United States of America, the United Kingdom or Canada, owned or leased by Unilever PLC or any Restricted Subsidiary, other than (i) any such property which, in the opinion of the Board of Directors of Unilever PLC, is not of material importance to the total business conducted by Unilever PLC and its Subsidiaries and associated companies or (ii) any portion of any such property which, in the opinion of the Board of Directors of Unilever PLC, is not of material importance to the use or operation of such property. "Redemption Date", when used with respect to any Debt Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price", when used with respect to any Debt Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. "Regular Record Date" for the interest payable on any Interest Payment Date on registered Debt Securities of any series means the date specified for that purpose pursuant to Section 3.01. "Responsible Officer", when used with respect to the Trustee, means any vice president, any assistant treasurer, any trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above- designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. "Restricted Subsidiary" means any Subsidiary (i) substantially all of the property of which is located, and substantially all of the operations of which are conducted, in the United States of America, the United Kingdom or Canada, and (ii) which owns or leases a Principal Property. "Securities Act" means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. "Security Register" and "Security Registrar" have the respective meanings specified in Section 3.05. "Senior Debt" when used with reference to any Issuer or any Guarantor, means the principal of, premium, if any, and interest, if any, which is due and payable on: (a) all indebtedness of such Issuer or such Guarantor, as the case may be (other than the subordinated Debt Securities or the Guarantees appertaining thereto), whether outstanding on the date of execution of this Indenture or thereafter created, incurred or assumed, which (i) is for money borrowed, (ii) is evidenced by a note, debenture, bond or similar instrument, whether or not for money borrowed, (iii) constitutes obligations under any agreement to lease, or any lease of, any real or personal property which are required to be capitalized on the balance sheet of lessee in accordance with generally accepted United Kingdom and Dutch accounting principles applicable in the preparation of the most recent audited financial statements of such Issuer or such Guarantor or made as part of any sale and leaseback transaction to which such Issuer or such Guarantor is a party, or (iv) constitutes purchase money indebtedness; (b) any indebtedness of others of the kinds described in the preceding clause (a) for the payment of which such Issuer or such Guarantor, as 18 the case may be, is responsible or liable as guarantor or otherwise; and (c) amendments, renewals, extensions and refunding of any such indebtedness; unless in any instrument or instruments evidencing or securing such indebtedness or pursuant to which the same is outstanding, or in any such amendment, renewal, extension or refunding, it is provided that such indebtedness is subordinate to all other indebtedness of such Issuer or such Guarantor, as the case may be, or that such indebtedness is not superior in right of payment to the subordinated Debt Securities or the Guarantees; provided, however, that Senior Debt shall not be deemed to include any obligation of any Issuer or any Guarantor to any Subsidiary or to Unilever PLC. "Special Record Date" for the payment of any Defaulted Interest in respect of registered Debt Securities means a date fixed by the Trustee pursuant to Section 3.07. "Stated Maturity", when used with respect to any Debt Security or any installment of principal thereof or interest thereon, means the date specified in such Debt Security or in the relevant Coupon, if any, appertaining thereto as the fixed date on which the principal of such Debt Security or such installment of interest is due and payable. "Subsidiary" means any corporation which qualifies to be included as a group company of Unilever PLC in the consolidated balance sheet of Unilever PLC and its Subsidiaries as published in the most recent Annual Accounts of Unilever PLC. "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean the Person who is then the Trustee hereunder, and if at any time there is more than one such Person, "Trustee" shall mean and include each such Person; and "Trustee" as used with respect to the Debt Securities of any series shall mean the Trustee with respect to the Debt Securities of such series. "Unilever PLC Shares" means fully paid ordinary shares in the capital of Unilever PLC, having (as of the date of execution and delivery of this Indenture) a par value of 3 1/9 pence each, as the same exist on the date of execution and delivery of this Indenture or as such shares may be reconstituted from time to time. "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland. "United States Alien" means any corporation, individual, fiduciary or partnership that is, as to the United States of America, a foreign corporation, a nonresident alien individual, a nonresident alien fiduciary of a foreign estate or trust, or a foreign partnership if one or more of its members is, as to the United States of America, a foreign corporation, nonresident alien individual or nonresident alien fiduciary of a foreign estate or trust. “United States” or "United States of America" includes the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction. "U.S. Governmental Obligations" means noncallable (i) direct obligations of the United States of America for which its full faith and credit are pledged and/or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation 19 of the United States of America, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt. "U.S. Person" means a citizen or resident of the United States of America, a corporation, partnership or other entity created or organized in or under the laws of the United States of America and an estate or trust the income of which is subject to United States federal income taxation regardless of its source. "Vice President", when used with respect to UCC, UFN, Unilever PLC, UNUS or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president". "Voting Stock" shall mean stock or shares, as the case may be, of any class or classes, however designated, having ordinary voting power for the election of a majority of the board of directors of a corporation, other than stock or shares, as the case may be, having such power only by reason of the happening of a contingency. "Yield to Maturity" means the yield to maturity, calculated at the time of issuance of a series of Debt Securities or, if applicable, at the most recent redetermination of interest on such series and calculated in accordance with generally accepted financial practice in the United States of America. SECTION 1.02. Compliance Certificates and Opinions. Upon any application or request by UCC, UFN, Unilever PLC or UNUS, as the case may be, to the Trustee to take any action under any provision of this Indenture, UCC, UFN, Unilever PLC or UNUS, as the case may be, shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officer’s Certificate, if to be given by an officer, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1) a statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and


20 (4) a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with. SECTION 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of UCC, UFN, Unilever PLC or UNUS may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, legal advisors, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, legal advisors may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of UCC, UFN, Unilever PLC or UNUS, as the case may be, stating that the information with respect to such factual matters is in the possession of UCC, UFN, Unilever PLC or UNUS, as the case may be, unless such legal advisors know, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. SECTION 1.04. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver, proxy or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, when it is hereby expressly required, to UCC, UFN, Unilever PLC and UNUS. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and UCC, UFN, Unilever PLC and UNUS, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. When such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner satisfactory to the Trustee. 21 (c) The ownership of registered Debt Securities shall be proved by the Security Register. (d) The ownership of a bearer Debt Security and the principal amount and serial number of such Debt Security and the date of holding the same, may be proved by the production of such Debt Security or by a certificate executed by any trust company, bank, banker or securities dealer satisfactory to the Trustee if such certificate shall be deemed by the Trustee to be satisfactory. Each such certificate shall be dated, and shall state that on the date thereof a bearer Debt Security of a particular series of a specified principal amount and bearing a specified serial number was deposited with or exhibited to such trust company, bank, banker or securities dealer by the Person named in such certificate. Any such certificate may be issued in respect of one or more Debt Securities specified therein. The holding by the Person named in any such certificate of any Debt Security specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (1) another certificate bearing the same or a later date issued in respect of the same Debt Security shall be produced, (2) the Debt Security specified in such certificate shall be produced by some other Person, or (3) the Debt Security specified in such certificate shall have ceased to be Outstanding. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Debt Security shall bind every future Holder of the same Debt Security and the Holder of every Debt Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, UCC, UFN, Unilever PLC or UNUS in reliance thereon, whether or not notation of such action is made upon such Debt Security or such other Debt Security. If UCC, UFN, Unilever PLC or UNUS shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other act, UCC, UFN, Unilever PLC or UNUS may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but UCC, UFN, Unilever PLC or UNUS shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Debt Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act and for that purpose the Outstanding Debt Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. SECTION 1.05. Notices, Etc., to Trustee, UCC, UFN, Unilever PLC or UNUS Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by UCC, UFN, Unilever PLC or UNUS shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be via facsimile) to or with the Trustee at its Corporate Trust Office, or 22 (2) UCC, UFN, Unilever PLC or UNUS by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, addressed to it at the address of its principal office specified in the first paragraph of this Indenture (unless another address has been previously furnished in writing to the Trustee) with a copy to each Guarantor (Unilever PLC and UNUS) and addressed in the case of each such Guarantor to it at the respective address of its registered or principal office, as the case may be, specified in the first paragraph of this Indenture (unless another address has been previously furnished in writing to the Trustee by any such Guarantor, in which case at the last such address). The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Issuer and/or each Guarantor, as applicable, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer and/or each Guarantor, as applicable, whenever a person is to be added or deleted from the listing. If the Issuer and/or each Guarantor, as applicable, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Issuer and each Guarantor understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer and each Guarantor shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer, each Guarantor and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer and/or each Guarantor, as applicable. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer and each Guarantor agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer and/or each Guarantor, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. SECTION 1.06. Notice to Holders; Waiver. When this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if (i) in writing and mailed, first-class postage prepaid, to each Holder of a Debt Security affected by such event in the manner and to the extent provided in Section 7.03 with respect to reports pursuant to Section 7.03, and (ii) if Outstanding bearer Debt Securities are affected by such event, published at least once in an Authorized Newspaper in London, England and Rotterdam, The Netherlands not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. When notice to Holders is given by mail, 23 neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the acceptance of the Trustee shall constitute a sufficient notification for every purpose hereunder. Notwithstanding any other provision of this Indenture or any Debt Security, where this Indenture or any Debt Security provides for notice of any event or any other communication (including any notice of redemption) to a holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices at the Depositary. SECTION 1.07. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. SECTION 1.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 1.09. Successors and Assigns. All covenants and agreements in this Indenture by UCC, UFN, Unilever PLC or UNUS shall bind their respective successors and assigns, whether so expressed or not. SECTION 1.10. Separability Clause. In case any provision in this Indenture or in the Debt Securities, the Guarantees or the Coupons shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 1.11. Benefits of Indenture. Nothing in this Indenture or in the Debt Securities, the Guarantees or the Coupons, express or implied, shall give to any Person, other than the parties hereto and their successors and assigns hereunder, the Holders of Debt Securities, the holders of Coupons and the holders of Senior Debt, any benefit or any legal or equitable right, remedy or claim under this Indenture. SECTION 1.12. Governing Law. This Indenture and the Debt Securities, the Guarantees and the Coupons and any transfer or disposition of registered Debt Securities and the Guarantees endorsed thereon shall be governed by and construed in accordance with the laws of the State of New York, except that the authorization of this Indenture, the Debt Securities and the


24 Coupons shall be governed by the laws of the respective jurisdictions of organization of UCC, UFN, Unilever PLC and UNUS, as the case may be, the authorization and the execution of the Guarantees shall be governed by the laws of the jurisdiction of organization of each respective Guarantor and the execution of the Guarantees shall be governed by the laws of the jurisdiction of organization of each respective Guarantor. SECTION 1.13. Saturdays, Sundays and Legal Holidays. The terms of the Debt Securities (and Coupons, if any) shall provide that, in any case where any Interest Payment Date, Redemption Date or Stated Maturity of a Debt Security shall not be a Business Day in a Place of Payment, then payment of any interest (and premium, if any) or principal need not be made in such Place of Payment on such date, but may be made on the next succeeding Business Day in such Place of Payment (or such other Business Day in a Place of Payment as shall be provided in such Debt Security or Coupon) with the same force and effect as if made on such Interest Payment Date or Redemption Date, or at such Stated Maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. SECTION 1.14. Appointment of Agent for Service. Each of UCC, UFN, Unilever PLC and UNUS hereby designates and appoints UNUS, at its office located at 700 Sylvan Avenue Englewood Cliffs, New Jersey 07632 as its authorized agent upon which process may be served in any suit, action or proceeding in any federal or state court in the Borough of Manhattan, The City of New York, arising out of or relating to the Debt Securities, the Guarantees, the Coupons or this Indenture, but for that purpose only, and agrees that service of process upon UNUS, directed to the attention of its Legal Department, and written notice of said service given by the Person serving the same to it, addressed as provided in Section 1.05, shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding. Such appointment shall be irrevocable so long as any of the Debt Securities remain Outstanding until the appointment of a successor by UCC, UFN, Unilever PLC or UNUS, as the case may be, and such successor's acceptance of such appointment. UNUS hereby agrees to give each of UCC, UFN and Unilever PLC notice of any process served upon it as provided in this Section 1.14. SECTION 1.15. Submission to Jurisdiction. Each of UCC, UFN, Unilever PLC and UNUS hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Southern District in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Indenture, the Guarantees and the Debt Securities, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts. SECTION 1.16. Waiver of Jury Trial. EACH OF THE ISSUERS, THE GUARANTORS, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE DEBT SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. 25 ARTICLE II Debt Security Forms SECTION 2.01. Forms Generally. The Debt Securities of each series and the Coupons, if any, to be attached thereto shall be in such forms as shall be established by or pursuant to action of the Board of Directors of UCC or UFN, as the case may be, in its capacity as Issuer of any series of Debt Securities issued hereunder or in one or more indentures supplemental hereto, pursuant to Section 3.01. The Guarantees by the Guarantors to be endorsed on the Debt Securities of each series shall be substantially in the form set forth in Section 2.02, or as shall be established by or pursuant to the authority of each Guarantor's Board of Directors, or in one or more indentures supplemental hereto, pursuant to Section 3.01. The Trustee's certificates of authentication shall be in substantially the form set forth in Section 2.03 or Section 6.14. The Debt Securities, the Guarantees and the Coupons may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed, engraved or otherwise reproduced thereon as UCC, UFN, Unilever PLC or UNUS, as the case may be, in its capacity as Issuer of any series of Debt Securities issued hereunder may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any securities exchange on which the Debt Securities, the Guarantees or the Coupons, as the case may be, may be listed, or to conform to usage. SECTION 2.02. Guarantee by Guarantors; Form of Guarantee. Each Guarantor (Unilever PLC and UNUS) by its execution of this Indenture hereby agrees with each Holder of a Debt Security of each series authenticated and delivered by the Trustee, and with each holder of any Coupon appertaining to any such Debt Security, and with the Trustee on behalf of each such Holder and each such holder, to be jointly and severally unconditionally bound by the terms and provisions of the Guarantee set forth below and authorizes the Issuer of the relevant series of Debt Securities (whether UCC or UFN), in the name and on behalf of such Guarantor, to confirm such Guarantee to the Holder of each such Debt Security by its execution and delivery of each such Debt Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee. When delivered pursuant to the provisions of Section 3.03 and, if applicable, Section 3.12 hereof, the Guarantees so set forth on the Debt Securities shall bind each such Guarantor notwithstanding the fact that such Guarantee does not bear the signature of any such Guarantor. For purposes of this Section 2.02 the term Debt Securities shall also include, unless the context may otherwise require, any Global Security. Guarantees to be endorsed on the Debt Securities shall, subject to Section 2.01, be in substantially the form set forth below depending on whether the issuer of such Debt Securities shall be UCC or UFN: Guarantee For value received, UNILEVER PLC, a company organized under the laws of England and Wales and registered in England, and UNILEVER UNITED STATES, INC., a corporation organized under the laws of the State of Delaware (herein individually called a 26 "Guarantor" and collectively called the "Guarantors", which terms include any successor corporation under the Indenture referred to in the Debt Security upon which this Guarantee is endorsed), hereby jointly and severally unconditionally guarantee to the Holder of the Debt Security upon which this Guarantee is endorsed, the holder of any Coupon appertaining thereto and to the Trustee on behalf of each such Holder the due and punctual payment of the principal of, premium, if any, and any interest on such Debt Security and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein and to the Trustee any and all amounts due it under the Indenture. In case of the failure of [Unilever Capital Corporation, a corporation organized under the laws of the State of Delaware (herein called "UCC", which term includes any successor corporation under such Indenture)] [Unilever Finance Netherlands B.V., a corporation organized under the laws of the Netherlands (herein called “UFN”, which term includes any successor corporation under such Indenture) with its corporate seat (statutaire zetel) at Rotterdam, the Netherlands, having its registered office at Weena 455, Rotterdam 3013 AL, the Netherlands, and registered with the Trade Register of the Dutch Chamber of Commerce under number 81003889], punctually to make any such payment of principal, premium, if any, or any interest or any sinking fund or analogous payment, each Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and to the Trustee any and all amounts due it under the Indenture, and as if such payment were made by [UCC] [UFN]. [If the Debt Security is of a convertible series as provided in Article XV of the Indenture, insert — For value received, Unilever PLC and UNUS hereby jointly and severally unconditionally guarantee to the Holder of the Debt Security upon which this Guarantee is endorsed, and to the Trustee on behalf of such Holder, the due and punctual payment by [UCC] of all sums payable to the Trustee pursuant to Section 15.03 of such Indenture in connection with the conversion of such Debt Security. In case of the failure of [UCC] punctually to make any such payment pursuant to such Indenture, Unilever PLC and UNUS hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, as if such payment were made by [UCC].] Each Guarantor jointly and severally hereby agrees, pursuant to such Indenture, to provide for the payment of additional interest in respect of taxes, assessments or other governmental charges of the United Kingdom or the Netherlands or, if applicable, the United States of America (or any political subdivision or taxing authority of or in the United Kingdom or the Netherlands, or, if applicable, the United States of America, as the case may be) that shall at any time be required by the United Kingdom or the Netherlands or, if applicable, the United States of America (or any such subdivision or authority) to be deducted or withheld on or with respect to payments by UCC, UFN, Unilever PLC or UNUS, as the case may be; provided, however, that such obligations of each Guarantor shall be subject to the limitations and exceptions to which the obligation of [UCC] [UFN] to pay additional interest is subject as set forth on the face of such Debt Security. Each Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Debt Security or Coupon or such Indenture, any failure to enforce the provisions of such Debt Security or Coupon or such Indenture, or any waiver, modification or indulgence granted to [UCC] [UFN] with respect thereto, by the Holder of such Debt Security or the holder of such Coupon or the Trustee or any 27 other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of each such Guarantor, increase the principal amount of such Debt Security, or increase any interest rate or rates thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 of such Indenture. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of [UCC] [UFN] any right to require a proceeding first against [UCC] [UFN], protest or notice with respect to such Debt Security or Coupon or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Debt Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in such Debt Security or Coupon and this Guarantee; provided, however, that each Guarantor receives prompt written notice of any failure by [UCC] [UFN] to make any such payment of principal, premium, if any, or any interest or sinking fund or analogous payment. [If the Debt Security is of a subordinated series as provided in Article XVI, insert — The guarantee of each Guarantor hereunder is, to the extent and in the manner provided in such Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt (as defined in such Indenture) of such Guarantor. This Guarantee is issued subject to the provisions of such Indenture with respect to such subordination, and each Holder of such Debt Security and holder of such coupon, by accepting the same, agrees to and shall be bound by such provisions.] Each Guarantor shall be subrogated to all rights of the Holder of such Debt Security, the holder of such Coupon and the Trustee against [UCC] [UFN] in respect of any amounts paid to such Holder by such Guarantor pursuant to the provisions of this Guarantee; provided, however, that such Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, premium, if any, and any interest on all Debt Securities or Coupons, if any, of the same series issued under such Indenture [If the Debt Security is of a convertible series as provided in Article XV of the Indenture, insert — (other than Debt Securities converted as provided in such Indenture)] shall have been paid in full. No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and any interest on, and sinking fund or analogous payments with respect to, the Debt Securities upon which this Guarantee is endorsed or Coupon appertaining thereto. [If the Debt Security is of a convertible series as provided in Article XV of the Indenture, insert — and, in the case of [Unilever PLC and] UNUS, of all sums payable by [UCC] [UFN] to the Trustee pursuant to Section 15.03 of such Indenture in connection with the conversion of such Debt Security.] This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Debt Security shall have been manually, electronically or by facsimile executed by or on behalf of the Trustee under such Indenture. [UCC] [UFN] [Unilever PLC] has been duly authorized to execute this Guarantee on behalf of each Guarantor. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.


28 This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York, except that the authorization of this Guarantee shall be governed by the laws of the respective jurisdictions of organization of each Guarantor and the execution of this Guarantee shall be governed by the laws of the respective jurisdictions of organization of each Guarantor. Executed and dated the date on the face hereof. SECTION 2.03. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the following form: Certification of Authentication This is one of the Debt Securities of the series designated herein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK MELLON, as Trustee, by Authorized Signatory Dated:_____ ARTICLE III The Debt Securities SECTION 3.01. Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series. There shall be established by or pursuant to action of the Board of Directors of UCC or UFN, as the case may be and by or pursuant to the authority of the Board of Directors of each Guarantor, as appropriate, or established in one or more indentures supplemental hereto, prior to the initial issuance of Debt Securities of the applicable Issuer of any series, (1) the title of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from all other series of Debt Securities); (2) any limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07); (3) the date or dates on which the principal of (and premium, if any, on) the Debt Securities of the series is payable, which may be serial; (4) the rate or rates at which the Debt Securities of the series shall bear any interest or the manner of calculation of such rate or rates, if any, the date and dates from 29 which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable or the manner of determination of such Interest Payment Dates and, in the case of registered Debt Securities, the Regular Record Date for the interest payable on any Interest Payment Date; (5) the obligation, if any, of UCC or UFN, as the case may be or any Guarantor to pay additional interest in respect of the withholding or deduction of taxes, assessments or other governmental charges of the United States of America imposed upon payments under the Debt Securities or Coupons by UCC or UFN, as the case may be or any Guarantor to a United States Alien; (6) if other than as specified in Section 10.02, the place or places where the principal of (and premium, if any) and any interest on Debt Securities of the series shall be payable by UCC or UFN or the Guarantors, as the case may be; (7) the period or periods within which, the price or prices at which and the terms and conditions upon which, Debt Securities of the series may be redeemed, in whole or in part, at the option of UCC or UFN, as the case may be and, if other than by Board Resolution, the manner in which such election by UCC or UFN, as the case be, to redeem such Debt Securities shall be evidenced; (8) the obligation, if any, of UCC or UFN, as the case may be to redeem or purchase any Debt Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which Debt Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligations (except with respect to any redemption of Debt Securities pursuant to Section 11.08); (9) Events of Default with respect to the Debt Securities of the series and the remedies with respect thereto, if other than as specified herein; (10) if other than denominations of $1,000 and any integral multiple thereof (in the case of registered Debt Securities) and $1,000 (in the case of bearer Debt Securities), the denominations in which Debt Securities of the series in each applicable form shall be issuable and, if less than $1,000, the principal amount which shall be entitled to one vote pursuant to Section 13.05 hereof; (11) whether the Debt Securities of the series, in whole or any specified part, shall be defeasible pursuant to Article XIV and, if other than by a Board Resolution, the manner in which any election by UCC, UFN or Unilever PLC to defease such Securities shall be evidenced; (12) provisions, if any, for the Debt Securities of the series to be convertible as provided in Article XV of this Indenture, including the period or periods within which Debt Securities of such series may be converted into Unilever PLC Shares, the initial conversion price per Unilever PLC Share, deliverable upon such conversion and the denominations in which portions of Debt Securities of such series may be converted, if other than denominations of $1,000 and any integral multiple thereof; 30 (13) the attachment, if any, of stock, warrants, options or other rights to purchase stock or other securities of UCC, UFN, Unilever PLC or any other corporation; (14) the Guarantee of the Debt Securities of such series pursuant to Article II hereof and, if applicable. Section 3.12 hereof; (15) if other than the principal amount thereof, the portion, or the manner of calculation of such portion, of the principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02, upon redemption of Debt Securities of any series which are redeemable before their Stated Maturity, or which the Trustee shall be entitled to claim pursuant to Section 5.04; (16) whether the Debt Securities of the series will be issued in registered form or in bearer form with Coupons attached or both and, if bearer series will be issued, the date or dates thereof, whether bearer Debt Securities of the series may be exchanged for registered Debt Securities of the series, whether a Global Security will initially be executed and delivered, and whether registered Debt Securities of the series may be exchanged, if permitted under applicable laws and regulations, for bearer Debt Securities of the series and the circumstance under which any such exchanges, if permitted, may be made and whether the procedures set forth in Section 3.11 and Section 3.12 shall apply to bearer Debt Securities of any series; (17) provisions, if any, for the Debt Securities of the series to be denominated, and payments thereon to be made, in Foreign Currencies; (18) additional covenants, if any, of the Issuer for the benefit of the Debt Securities of such series; (19) provisions, if any, for the Debt Securities (and the Guarantees endorsed thereon) to be subordinated to and subject in right of payment to the prior payment in full of all Senior Debt of the Issuer or the Guarantors, as the case may be, of such series of Debt Securities (whether UCC or UFN); (20) any other terms of the series, which terms shall not be inconsistent with the provisions of this Indenture; provided, however, that the addition to, subtraction from or variation of Articles IV, V, VIII, IX, X, XI, XIV and XV with regard to the Debt Securities of a particular series shall not be deemed to constitute a conflict with the provisions of those Articles to the extent permitted by the Trust Indenture Act; provided further that no such addition to, subtraction from or variation shall adversely affect the Holders of any other series of the Debt Securities; (21) the form of Debt Securities of the series, the Guarantees to be endorsed thereon and any Coupons appertaining thereto; and (22) Applicable CUSIP Numbers. All Debt Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above or in any such indenture supplemental hereto. 31 When the forms of Debt Securities of any series, Guarantees to be endorsed thereon and any Coupons to be attached thereto, or any of the terms thereof are established by action taken by or pursuant to the authority of the Board of Directors of UCC or UFN, as the case may be, or by or pursuant to the authority of the Board or Directors of each Guarantor of such series, copies of Board Resolutions of UCC or UFN, as the case may be, and of each Guarantor of such series in respect thereof shall be delivered to the Trustee at or prior to the delivery of the Issuer Order pursuant to Section 3.03 for the authentication and delivery of such Debt Securities. SECTION 3.02. Denominations. Registered Debt Securities shall be issuable in registered form without Coupons in such denominations as shall be specified pursuant to Section 3.01. In the absence of any such specification with respect to registered Debt Securities of any series, such Debt Securities shall be issuable in denominations of $1,000 and any integral multiple thereof. Bearer Debt Securities shall be issuable in bearer form with Coupons attached (except in the case of Debt Securities that do not bear interest) in such denominations as shall be specified pursuant to Section 3.01. In the absence of any such specification with respect to bearer Debt Securities of any series, such Debt Securities shall be issuable in the denomination of $1,000. SECTION 3.03. Execution, Authentication, Delivery and Dating. The Debt Securities shall be executed on behalf of UCC or UFN, as the case may be, by, (i) in the case of UCC, its President or one of its Vice Presidents, or (ii) in the case of UFN, any person or persons authorized pursuant to its Articles of Association to represent UFN or, (iii) in the case of Unilever PLC, any other person thereunto duly authorized. The signature of any of these officers, certified to the satisfaction of The Bank of New York Mellon, on the Debt Securities may be manual or facsimile. Any Coupons attached to any bearer Debt Securities shall be executed in the name of UCC or UFN, as the case may be, by the facsimile signature of the Treasurer thereof. Debt Securities or Coupons bearing the manual, electronic or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or Coupons or did not hold such offices at the date of such Debt Securities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Debt Securities of any series executed by such Issuer having endorsed thereon Guarantees of each Guarantor and, in the case of bearer Debt Securities, having attached thereto appropriate Coupons, if any, to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Debt Securities and an Issuer Order from each Guarantor approving the delivery of the Guarantees endorsed thereon and the Trustee in accordance with such Issuer Orders shall authenticate and deliver such Debt Securities having such Guarantees endorsed thereon. In authenticating such Debt Securities and accepting the additional responsibilities under the Indenture in relation to such Debt Securities the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Debt Securities constitute the legal, valid, binding and enforceable obligation of the Issuer thereof. The Trustee shall not be required to authenticate such Debt Securities if the issue of such Debt Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debt Securities or any Coupons and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.


32 Each registered Debt Security shall be dated the date of its authentication unless otherwise provided by or pursuant to action or the authority of the Board of Directors of UCC or UFN, as the case may be, and by or pursuant to the action or authority of the Board of Directors of each Guarantor, as appropriate or established in one or more indentures supplemental hereto. Each bearer Debt Security shall be dated the date specified pursuant to Section 3.01 unless otherwise provided by or pursuant to action or the authority of the Board of Directors of UCC or UFN, as the case may be, and the Board of Directors of each Guarantor, as appropriate, or established in one or more indentures supplemental hereto. No Debt Security or Guarantee endorsed thereon or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by manual or electronic signature, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder and that such Debt Security, Guarantee or Coupon is entitled to the benefits of this Indenture. The delivery of any Debt Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of each Guarantor. The Trustee shall not authenticate or deliver any bearer Debt Securities until any matured Coupons appertaining thereto shall have been detached and canceled, except as otherwise provided in Section 3.04, 3.05 or 9.06 or as permitted in Section 3.06. Notwithstanding the foregoing, if any Debt Security shall have been authenticated and delivered hereunder but never issued and sold by the applicable Issuer, and the applicable Issuer shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. SECTION 3.04. Temporary Debt Securities. Pending the preparation of definitive Debt Securities of any series, UCC or UFN, as the case may be, may execute, and upon an Issuer Order the Trustee shall authenticate and deliver, temporary Debt Securities substantially of the tenor of the definitive Debt Securities in lieu of which they are issued, and having endorsed thereon Guarantees of each Guarantor substantially of the tenor of the definitive Guarantee, which Debt Securities and Guarantees may be printed, lithographed, typewritten, photocopied or otherwise produced. Temporary Debt Securities may be issued as bearer Debt Securities with or without Coupons attached thereto or as registered Debt Securities in any authorized denomination, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Debt Securities and the directors or officers delivering such Guarantees may determine, all as evidenced by such execution or delivery, as the case may be. If temporary Debt Securities of any series are issued, the Issuer will cause definitive Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Debt Securities of such series, the temporary Debt Securities of such series shall be exchangeable for definitive Debt Securities of such series upon surrender of the temporary Debt Securities of such series (including any and all unmatured Coupons or matured Coupons in default attached thereto) at the office or agency of the Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Debt Securities of any series, the Issuer shall execute, and the Trustee shall authenticate in exchange therefor, a like aggregate principal amount of definitive Debt Securities of the same series of authorized denominations having endorsed thereon Guarantees of each 33 Guarantor and, in the case of bearer Debt Securities, having attached thereto any appropriate Coupons. Until so exchanged, unless otherwise provided therein or in a supplemental indenture relating thereto, the temporary Debt Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series. The provisions of this Section 3.04 are subject to any restrictions or limitations on the issue and delivery of temporary bearer Debt Securities of any series that may be established pursuant to Section 3.01 (including any provision that bearer Debt Securities of such series initially be issued in the form of a Global Security to be delivered to a Depository of UCC or UFN, as the case may be, located outside the United States of America and the procedures pursuant to which definitive bearer Debt Securities of such series would be issued in exchange for such Global Security). SECTION 3.05. Registration, Registration of Transfer and Exchange. Registered Debt Securities of any series may be exchanged for a like aggregate principal amount of registered Debt Securities of such series of other authorized denominations. If bearer Debt Securities of any series are issued in more than one authorized denomination, unless otherwise specified pursuant to Section 3.01, bearer Debt Securities of one authorized denomination may be exchanged for a like aggregate principal amount of bearer Debt Securities of other authorized denominations. If Debt Securities of any series are issued in both registered and bearer form, to the extent and under the circumstances specified pursuant to Section 3.01, registered Debt Securities may be exchanged, if permitted under United States of America tax law without adverse consequences to UCC or UFN, as the case may be, or the Holders, for a like aggregate principal amount of bearer Debt Securities of such series of authorized denominations and bearer Debt Securities of such series may be exchanged for a like aggregate principal amount of registered Debt Securities of such series of authorized denominations. The Debt Securities to be exchanged shall be surrendered at an office or agency of UCC or UFN, as the case may be, designated pursuant to Section 10.02 for such purpose, and UCC or UFN, as the case may be, shall execute, and the Trustee shall authenticate and deliver, in exchange therefor the Debt Security or Debt Securities of the same series which the Holder making the exchange shall be entitled to receive, each such Debt Security having endorsed thereon a Guarantee of each Guarantor. All bearer Debt Securities surrendered for exchange shall have attached all unmatured Coupons appertaining thereto, if any, and in case at the time of any such exchange interest on such Debt Securities is in default, shall in addition have attached all matured Coupons in default appertaining thereto. In case a bearer Debt Security is surrendered in exchange for a registered Debt Security after the close of business on any Regular Record Date and before the opening of business on the next succeeding Interest Payment Date, such bearer Debt Security shall be surrendered without the Coupon relating to such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the registered Debt Security issued in exchange for such bearer Debt Security, but will be payable only to the Holder of such Coupon when due. UCC or UFN, as the case may be, shall cause to be kept in the Borough of Manhattan, The City of New York a register (the register maintained in such office and in any other office or agency of any Issuer in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which” subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of registered Debt Securities and of transfers of such Debt Securities. The Bank of New York Mellon has been appointed initially as "Security Registrar" for the purpose of registering Debt Series and transfers of Debt Securities as herein provided. Registered Debt Securities shall be transferable only on the Security Register and only upon the execution by the Holder of written instrument of transfer. Upon surrender for 34 registration of transfer of any registered Debt Security of any series at an office or agency of the Issuer of such Debt Security designated pursuant to Section 10.02 for such purpose, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new registered Debt Securities of the same series of any authorized denominations, of a like aggregate principal amount, having endorsed thereon a Guarantee of each Guarantor. Bearer Debt Securities and Coupons shall be transferable by delivery. All Debt Securities and any Coupons issued upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Debt Securities and any Coupons surrendered upon such registration of transfer or exchange. Every registered Debt Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar, duly executed by the registered Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Debt Securities, but the Issuer of such Debt Securities may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Debt Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Issuer shall not be required (i) to issue, register the transfer of or exchange any Debt Security of any series during a period beginning at the opening of business 15 days before the day of the giving of a notice of redemption of Debt Securities of such series selected for redemption under Section 11.04 and ending at the close of business on the day of the giving of such notice, or (ii) to register the transfer of or exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of Debt Securities being redeemed in part. SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Debt Securities. If any mutilated Debt Security or Coupon is surrendered to the Trustee, the Issuer of such Debt Security may execute and the Trustee shall, in the case of a Debt Security, authenticate and deliver, or in the case of a Coupon deliver, in exchange therefor a new Debt Security or Coupon of the same series and of like tenor and amount, having, in the case of a Debt Security, endorsed thereon a Guarantee of each Guarantor, and bearing a number not contemporaneously outstanding. If there be delivered to the Issuer of any Debt Security, to each Guarantor thereof and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft or any such Debt Security or Coupon, and (ii) such security or indemnity as may be required by them to save each of them and any agent of them harmless, then, in the absence of notice to such Issuer, any such Guarantor or the Trustee that such Debt Security or Coupon has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, or in the case of a Coupon deliver, in lieu of any such destroyed, lost or stolen Debt Security or Coupon a new Debt Security or Coupon of the same series and of like tenor and amount, having, in the case of a Debt Security, endorsed thereon a Guarantee of each Guarantor, and bearing a number not contemporaneously outstanding. 35 In case any such mutilated, destroyed, lost or stolen Debt Security or Coupon has become or is about to become due and payable, the Issuer thereof in its discretion may, instead of issuing a new Debt Security or Coupon, pay such Debt Security or Coupon; provided, however, that such payment, in the case of a bearer Debt Security or Coupon, shall occur only outside the United States of America. Upon the issuance of any new Debt Security or Coupon under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Debt Security or Coupon of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Debt Security or Coupon shall constitute an original additional contractual obligation of the Issuer and each Guarantor of such Debt Security, whether or not the destroyed, lost or stolen Debt Security or Coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debt Securities and Coupons of that series duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities or Coupons. SECTION 3.07. Payment of Interest; Interest Rights Preserved. Interest on any Debt Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid, in the case of registered Debt Securities, to the Person in whose name that Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest and, in the case of bearer Debt Securities, upon presentation and surrender outside the United States of America of the Coupon appertaining thereto in respect of the interest due on such Interest Payment Date. In the case of registered Debt Securities where payment is to be made in United States dollars, at any Paying Agent's office outside the Borough of Manhattan, The City of New York, payment will be made by check drawn on or by transfer to a United States dollar account maintained by the payee with, a bank in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. In the case of registered Debt Securities where payment is to be made in a Foreign Currency or in the case of bearer Debt Securities of any series and any Coupons appertaining thereto, payment will be made as established by or pursuant to action of the Board of Directors of the Issuer of such series or established in one or more supplemental indentures relating to such series and any Coupons appertaining thereto; notwithstanding the foregoing, payments on bearer Debt Securities and Coupons shall only be made outside the United States. Any interest on any Debt Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date is herein called "Defaulted Interest". Defaulted Interest on any registered Debt Security of any series shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue then of having been such Holder, and such Defaulted Interest may be paid by the Issuer of such series, at its election in each case, as provided in clause (1) or (2) below:


36 (1) The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the registered Debt Securities of such series (or their respective Predecessor Debt Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Debt Security of such series and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest in respect of registered Debt Securities of such series which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of such Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner and to the extent provided in Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest on the registered Debt Securities of such series and the Special Record Date therefor having been so given, such Defaulted Interest on the Debt Securities of such series shall be paid (i) in the case of registered Debt Securities to the Persons in whose names such Debt Securities (or their respective Predecessor Debt Securities) are registered in the Security Register at the close of business on such Special Record Date, and (ii) in the case of bearer Debt Securities upon presentation and surrender outside the United States of America of the matured Coupons appertaining thereto, on the date for payment of such Defaulted Interest specified in the notice, and such Defaulted Interest shall no longer be payable pursuant to the following Clause (2); or (2) The Issuer may make payment of any Defaulted Interest on the Debt Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Debt Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Debt Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Debt Security shall carry the rights to any interest accrued and unpaid, and to accrue, which were carried by such other Debt Security. In the case of any Debt Security which is converted after any Regular Record Date and on or prior to the corresponding Interest Payment Date, interest on such Debt Security whose Stated Maturity is on such Interest Payment Date shall be deemed to continue to accrue and shall be payable on such Interest Date notwithstanding such conversion and notwithstanding that such Debt Security may have been called for redemption on a Redemption Date within such period, and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on such Regular Record Date. Except as otherwise expressly provided in the 37 immediately preceding sentence, in the case of any Debt Security which is converted, interest whose Stated Maturity is after the date of conversion of such Debt Security shall not be payable. SECTION 3.08. Persons Deemed Owners. Prior to due presentment of a registered Debt Security for registration of transfer, the Issuer and any Guarantor of such Debt Security, the Trustee and any agent of such Issuer, any such Guarantor or the Trustee may treat the Person in whose name such Debt Security is registered as the owner of such Debt Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 3.07) any interest on such Debt Security and for all other purposes whatsoever, whether or not such Debt Security be overdue; and neither the Issuer, any Guarantor, the Trustee nor any agent of the Issuer, any Guarantor or the Trustee shall be affected by notice to the contrary. The Issuer and any Guarantor of such Debt Security, the Trustee and any agent of such Issuer, any such Guarantor or the Trustee may treat the bearer of any bearer Debt Security or any Coupon as the owner of such Debt Security or Coupon, as the case may be, for the purpose of receiving payment of principal of (and premium, if any) and any interest on such Debt Security or payment of such Coupon, as the case may be, and for all other purposes whatsoever, whether or not such Debt Security or Coupon be overdue, and, to the extent permitted by law, neither the Issuer, any Guarantor, the Trustee nor any agent of the Issuer, any Guarantor or the Trustee shall be affected by notice to the contrary; provided, however, that the Trustee shall have no obligation to investigate the law with respect thereto. SECTION 3.09. Cancellation. All Debt Securities and Coupons surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund or analogous payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Issuer or any Guarantor may at any time deliver to the Trustee for cancellation any Debt Securities previously authenticated and delivered hereunder and Coupons which the Issuer or any Guarantor, as the case may be, may have acquired in any manner whatsoever, and all Debt Securities and Coupons so delivered shall be promptly cancelled by the Trustee. No Debt Securities shall be authenticated in lieu of or in exchange for any Debt Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All Debt Securities and Coupons to be cancelled by the Trustee shall be marked "Cancelled" and shall be disposed of by the Trustee in its customary manner. SECTION 3.10. Computation of Interest. Except as otherwise specified pursuant to Section 3.01 for Debt Securities of any series, any interest on the Debt Securities of each series shall be computed on the basis of a year of 360 days of twelve 30-day months. SECTION 3.11. Compliance with Certain Laws and Regulations. If any bearer Debt Securities are to be issued in a series, the Issuer will make arrangements reasonably designed pursuant to then applicable laws and regulations, if any, to ensure that bearer Debt Securities are offered and sold (or resold in connection with the original issuance) only outside the United States of America and only to Persons who are not U.S. Persons or persons who have purchased for resale to any U.S. Person. SECTION 3.12. Global Security. Except as specified for a particular series pursuant to Section 3.01: (a) With respect to a series of Debt Securities which any Issuer proposes to issue as bearer Debt Securities, in lieu of initially issuing Debt Securities of such series in 38 definitive form, such Issuer may initially execute and deliver to the Trustee a Global Security representing all or a part of the Debt Securities of such series, and the Trustee shall authenticate and deliver, pursuant to an Issuer Order, such Global Security. Such Global Security shall have endorsed thereon a Guarantee, subject to Section 2.01, substantially in the form set forth in Section 2.02. The Issuer shall thereafter execute and deliver to the Trustee prior to the applicable Exchange Date, for authentication and delivery outside the United States of America by it, definitive Debt Securities of such series, having Guarantees endorsed thereon, in the aggregate principal amount of such Global Security. For purposes of this Section 3.12, "Exchange Date", with respect to the Debt Securities of a series, shall mean the date 45 days after the closing date of such series. (b) A beneficial owner of Debt Securities of a series desiring to exchange his beneficial interest in a Global Security for such Debt Securities in definitive form shall instruct the depository designated by the Issuer for such Global Security (the "Depository“) to request such exchange on his behalf and, if such beneficial owner should request definitive Debt Securities in the form of bearer Debt Securities, shall deliver to the Depository a certificate satisfactory to the Depository, the Guarantors and the Issuer with respect to certain requirements of applicable tax and/or securities laws and regulations, copies of a form of which the Trustee shall make available from its offices, the offices of the Depository and the offices of each other agent appointed by the Issuer pursuant to Section 3.01. (c) From time to time (but with respect to bearer Debt Securities, only on or after the applicable Exchange Date) the Trustee shall, upon the request of the Depository acting on behalf of beneficial owners of a Global Security representing the Debt Securities of a series, authenticate and deliver to the Depository outside the United States of America for the account of such beneficial owners, in exchange for the portion of such Global Security beneficially owned by such owners, definitive Debt Securities of such series in an aggregate principal amount equal to the aggregate principal amount of such Debt Securities beneficially owned by such owners, but if such definitive Debt Securities are to be bearer Debt Securities only upon delivery by the Depository, acting on behalf of such beneficial owners, to the Trustee (at an office located outside the United States of America designated by the Trustee) of a certificate or certificates satisfactory to the Trustee, the Issuer the Guarantors with respect to certain requirements of the applicable tax and/or securities laws and regulations. The delivery to the Depository of such certificate or certificates may be relied upon by the Issuer, the Guarantors and the Trustee as conclusive evidence that a related certificate or certificates has or have been delivered to the Depository as contemplated by the terms of the preceding paragraph (b). (d) Upon any exchange of a part of a Global Security for definitive Debt Securities of a series, such part of the principal amount of such Global Security shall be endorsed on the schedule to such Global Security by the Trustee, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged and endorsed. Until so exchanged in full, a Global Security shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series authenticated and delivered or to be authenticated and delivered hereunder, except that neither the Holder nor the beneficial owners of a Global Security shall be entitled to exchange such Global Security for any other Debt Securities, except as provided herein and in the text of such Global Security, or, to receive interest payments on such Global Security, except to the extent the text of such Global Security provides otherwise. On the second anniversary of the date of issue of any Global Security, the principal amount of 39 such Global Security which remains unexchanged on such date will be exchanged outside the United States of America for definitive Securities, to the extent and under the circumstances specified in Section 3.01, in the form of registered Debt Securities or bearer Debt Securities or both, as specified consistent with the terms of such series by the Issuer in writing to the Depository, such definitive Debt Securities to be held by the Depository and to be distributed outside the United States of America by the Depository to beneficial owners of such Debt Securities and, in the case of bearer Debt Securities, only upon receipt of a certificate evidencing beneficial ownership of such Debt Securities, referred to in paragraph (b) above. (e) Any exchange of the beneficial interest in a Global Security for Debt Securities of a series shall be made free of charge to the Holder and beneficial owners of such Global Security, except that a Person receiving Debt Securities of a series must bear the cost of insurance, postage, transportation and similar expenses in the event such Person does not receive Debt Securities of such series in person at the offices of the Depository. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Debt Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (g) Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary. SECTION 3.13. CUSIP Numbers. At its election, an Issuer in issuing any series of Debt Securities may have "CUSIP" numbers (if then generally in use) assigned to such series of Debt Securities, and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Debt Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee of any change in the CUSIP Numbers. ARTICLE IV Satisfaction and Discharge SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Debt Securities herein expressly provided for), and the Trustee, at the expense of UCC or UFN, as the case may be, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when


40 (1) either (A) all Debt Securities theretofore authenticated and delivered and all Coupons, if any, appertaining thereto (other than (i) Debt Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06, and (ii) Debt Securities or Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by any applicable Issuer or any Guarantor and thereafter repaid to any such Issuer or Issuers or any such Guarantor, as the case may be, or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (B) all such Debt Securities and Coupons not theretofore delivered to the Trustee for cancellation (other than Debt Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06) (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer or Issuers of such Debt Securities, and UCC or UFN, as the case may be, or any Guarantor, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, an amount sufficient to pay and discharge the entire indebtedness on such Debt Securities and Coupons not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Debt Securities and Coupons which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) UCC or UFN, as the case may be, or any Guarantor has paid or caused to be paid all other sums payable hereunder by any Issuer; and (3) UCC or UFN, as the case may be, has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. In the event there are Debt Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Debt Securities of all series as to which it is Trustee and if the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all Trustees hereunder. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of any Issuer and each Guarantor to the Trustee under Section 6.07, the obligations of any Issuer 41 and each Guarantor to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive such satisfaction and discharge. SECTION 4.02. Application of Trust Money. Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Debt Securities, any Coupons and this Indenture, to the payment, either directly or through any Paying Agent (including any Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and any interest for the payment of which such money has been deposited with the Trustee. ARTICLE V Remedies SECTION 5.01. Events of Default. “Event of Default,” wherever used herein with respect to Debt Securities of a particular series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) default in the payment of any interest or any additional interest upon any Debt Security of such series when it becomes due and payable, and continuance of such default for a period of 30 days; or (2) default in the payment of the principal of (or premium, if any, on) any Debt Security of such series at its Maturity; or (3) default in the making of any sinking fund or analogous payment, when and as due by the terms of a Debt Security of such series or beyond any period of grace provided with respect thereto; or (4) default in the performance, or breach, of any covenant or warranty of any Issuer or any Guarantor in this Indenture in respect of Debt Securities of such series (other than a covenant or warranty the breach or default in performance of which is elsewhere in this Section specifically dealt with or which is solely for the benefit of Debt Securities of any series other than such series), and continuance of such breach or default for a period of 90 days after there has been given, by registered or certified mail, to such Issuer and each Guarantor by the Trustee or to such Issuer, each Guarantor and the Trustee by the Holders of at least 25 percent in principal amount of the Outstanding Debt Securities of all series so affected (voting as one class) a written notice specifying such breach or default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or (5) the entry of a decree or order by a court having jurisdiction in the premises granting relief in respect of the Issuer of that series or Unilever PLC in an involuntary case under Title 11 of United States Code or adjudging the Issuer of that series or Unilever PLC 42 bankrupt or insolvent, or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer of that series or Unilever PLC under any applicable law of the United States of America, the United Kingdom or the Netherlands, or appointing a receiver, liquidator, custodian, assignee, trustee, sequestrator or other similar official of the Issuer of that series or Unilever PLC or of any substantial part of its property, or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (6) the commencement by the Issuer of that series or Unilever PLC of a voluntary case under Title 11 of the United States Code, or the institution by the Issuer of that series or Unilever PLC of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable bankruptcy, insolvency or similar law of the United States of America, the United Kingdom or the Netherlands, or the consent by it to the filing of such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee, sequestrator or similar official of the Issuer of that series or Unilever PLC or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) the taking of corporate action by the Issuer of that series or Unilever PLC in furtherance of any such action. SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in clauses (1), (2) or (3) of Section 5.01 occurs with respect to Debt Securities of any series and is continuing, then in every such case the Trustee or the Holders of not less than 25 percent in aggregate principal amount of the Outstanding Debt Securities of such series may declare the principal amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Debt Securities of that series to be due and payable immediately, by a notice in writing to the Issuer of such series and each Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default described in clauses (4), (5) or (6) of Section 5.01 occurs with respect to Debt Securities of any series and is continuing, then in every such case the Trustee or the Holders of not less than 25 percent in aggregate principal amount of all the Outstanding Debt Securities of such affected series (voting as one class) may declare the principal amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Debt Securities of such affected series to be due and payable immediately, by a notice in writing to the Issuer of such series and each Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. At any time after such a declaration of acceleration with respect to Debt Securities of any series (or all the Debt Securities of such affected series, as the case may be) has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal 43 amount of the Outstanding Debt Securities of such series (or of all the Outstanding Debt Securities of such affected series (voting as one class), as the case may be), by written notice to the Issuer of such series, each Guarantor and the Trustee, may rescind and annul such declaration and its consequences if (1) the Issuer of such series or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue instalments of any interest on all Debt Securities of such series, (B) the principal of (and premium, if any, on) any Debt Securities of such series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate prescribed therefor in such Debt Securities, (C) to the extent that payment of such interest is lawful, interest upon any overdue instalments of interest at the rate prescribed therefor in such Debt Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to Debt Securities of such series, other than the nonpayment of the principal amount or specified amount of Debt Securities of such series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon. SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee. Each Issuer of Debt Securities issued pursuant to this Indenture covenants that if (1) default is made in the payment of any installment of interest or additional interest on any Debt Security when such interest becomes due and payable and such default continues for a period of 30 days, or (2) default is made in the payment of the principal of (or premium, if any, on) any Debt Security at the Maturity thereof, the applicable Issuer will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Debt Securities and the holders of any Coupons appertaining thereto, the whole amount then due and payable on such Debt Securities and Coupons for principal (and premium, if any) and interest, if any, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue interest, at the rate or rates prescribed therefor in such Debt Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. If such Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute at the expense of the Issuer a


44 judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against such Issuer, any Guarantor or any other obligor upon such Debt Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of such Issuer, any Guarantor or any other obligor upon such Debt Securities, wherever situated. If an Event of Default with respect to Debt Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Debt Securities of such series and holders of any Coupons appertaining thereto by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. No recourse for the payment of the principal of (or premium, if any) or any interest on any Debt Security, or for any claim based thereon or on the Guarantee endorsed thereon or on any Coupon or otherwise in respect thereof or of such Guarantee or Coupon and no recourse under or upon any obligation, covenant or agreement of any Issuer or of any Guarantor in this Indenture, or in any Debt Security, Guarantee endorsed thereon or Coupon, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, past, present or future, of any such Issuer or of any Guarantor or of any successor corporation of either, either directly or through such Issuer or any Guarantor or any successor corporation of any of them, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture, the issue of the Debt Securities and any Coupons, and the endorsement of the Guarantees thereon. SECTION 5.04. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Issuer, any Guarantor or any other obligor upon the Debt Securities of a series or the property of any Issuer, any Guarantor or such other obligor or their creditors (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency), the Trustee (irrespective of whether the principal of the Debt Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the applicable Issuer or any Guarantor for the payment of overdue principal (and premium, if any) or any interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding, and to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of a Debt Security and each holder of a Coupon to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to such Holders or holders, to pay to the Trustee 45 any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07. Subject to Article VIII and Section 9.02, nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder or any holder of a Coupon any plan of reorganization, arrangement, adjustment, or composition affecting the Debt Securities or Coupons or the rights of any Holder of any Debt Security or any holder of any Coupon or to authorize the Trustee to vote in respect of the claim of any such Holder or holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee. SECTION 5.05. Trustee May Enforce Claims Without Possession of Debt Securities. All rights of action and claims under this Indenture or the Debt Securities or Coupons may be prosecuted and enforced by the Trustee without the possession of any of the Debt Securities or Coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel be for the ratable benefit of the Holders of the Debt Securities and any holders of Coupons in respect of which such judgment has been recovered. SECTION 5.06. Application of Money Collected. Subject to Article XVI, any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (and premium, if any) or any interest, upon presentation of the Debt Securities and any Coupons (such presentation, in the case of bearer Debt Securities or Coupons, to occur only outside the United States of America), and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 6.07 and the Authenticating Agent under Section 6.14; and SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and any interest on the Debt Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Debt Securities for principal (and premium, if any) and any interest, respectively; and THIRD: To the payment of the balance, if any, to any applicable Issuer. SECTION 5.07. Limitation on Suits. No Holder of any Debt Security or holder of any Coupon shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (1) such Holder of a Debt Security has previously given written notice to the Trustee of a continuing Event of Default with respect to Debt Securities of the same series specifying such Default and stating that such notice is a "Notice of Default" hereunder; 46 (2) the Holders of not less than 25 percent in aggregate principal amount of the Outstanding Debt Securities of such series (25 percent in aggregate principal amount of all Outstanding Debt Securities of affected series (voting as one class) in the case of an Event of Default described in clauses (4), (5) or (6) of Section 5.01) shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name, as Trustee hereunder; (3) such Holder of a Debt Security or holder of a Coupon has offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of such series or of all Outstanding Debt Securities of such affected series (voting as one class), as the case may be; it being understood and intended that no one or more Holders of Debt Securities of a particular series or holders of Coupons appertaining thereto shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holders or holders, or to obtain or to seek to obtain priority or preference over any other such Holders or holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Debt Securities of such series or holders of such Coupons. SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Debt Security or the holder of any Coupon shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.07) any interest on such Debt Security on the respective Stated Maturities expressed in such Debt Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder or holder. SECTION 5.09. Restoration of Rights and Remedies. If the Trustee, any Holder of any Debt Security or any holder of any Coupon has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder or holder, then and in every such case, subject to any determination in such proceeding, the Issuer of such Debt Security, each Guarantor, the Trustee, the Holders of Debt Securities and the holders of Coupons shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee, the Holders of Debt Securities and the holders of Coupons shall continue as though no such proceeding had been instituted. SECTION 5.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities or Coupons in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee, the Holders of Debt Securities or the holders of Coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by 47 law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 5.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Debt Security or holder of any Coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Debt Securities or to the holders of Coupons may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Debt Securities or by the holders of Coupons, as the case may be. SECTION 5.12. Control by Holders. The Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such series; provided that (1) such direction shall not be in conflict with any rule of law or with this Indenture; (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of any Debt Securities of any series not taking part in such direction with respect to which the Trustee is acting as the Trustee; and (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. SECTION 5.13. Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of any series (or all Outstanding Debt Securities of all affected series (voting as one class), as the case may be), may on behalf of the Holders of all the Debt Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default (1) in the payment of the principal of (or premium, if any) or any interest on any Debt Security of such series; or (2) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each outstanding Debt Security of such series affected. Upon any such waiver, such default shall cease to exist, and any Event of Default with respect to any series arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. SECTION 5.14. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to


48 pay the costs of such suit, and may assess costs (including legal fees and expenses) against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Trustee, UCC, UFN, Unilever PLC or UNUS. SECTION 5.15. Waiver of Usury, Stay or Extension Laws. Each Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and such Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. ARTICLE VI The Trustee SECTION 6.01. Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default, (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such Officer’s Certificates or Opinions of Counsel which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations of other facts stated therein). (b) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that: (i) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section 6.01; 49 (ii) the Trustee shall not be liable for any error of judgement made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Debt Securities of any series, determined as provided in Sections 1.01, 1.04 and 5.12, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Debt Securities of such series; and (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. SECTION 6.02. Notice of Defaults. If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or any interest on any Debt Securities of such series or in the payment of any sinking fund instalment with respect to Debt Securities of such series, the Trustee shall be protected in withholding such notice if and so long as a trust committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Debt Securities of such series; and provided further that in the case of any default of the character specified in Section 5.01(4), no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Debt Securities of such series. SECTION 6.03. Certain Rights of Trustee. Subject to the provisions of Section 6.01: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of any Issuer or any Guarantor mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order and any resolution of the Board of Directors of any Issuer or any Guarantor may be sufficiently evidenced by a Board Resolution; 50 (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled during normal business hours on reasonable notice to examine the books, records and premises of any Issuer, personally or by agent or attorney at the expense of UCC and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; (h) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; (i) the Trustee shall not be deemed to have notice of any Default or Event of Default unless (i) a Responsible Officer has actual knowledge of a Default of Event of Default under Section 5.01(1) or 5.01(2) or (ii) written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Debt Securities and this Indenture; (j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; (k) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (l) in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, 51 accidents, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, severe loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. SECTION 6.04. Not Responsible for Recitals or Issuance of Debt Securities. The recitals contained herein and in the Debt Securities, except the Trustee's certificates of authentication, shall be taken as the statements of UCC, UFN, Unilever PLC or UNUS, as the case may be, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Debt Securities or Coupons. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by any Issuer of Debt Securities or the proceeds thereof. SECTION 6.05. May Hold Debt Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of any Issuer or any Guarantor, in its individual or any other capacity, may become the owner or pledgee of Debt Securities or Coupons and, subject to Sections 6.08 and 6.13, may otherwise deal with any Issuer or any Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. SECTION 6.06. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the applicable Issuer or any Guarantor, as the case may be. SECTION 6.07. Compensation and Reimbursement. UCC, UFN, Unilever PLC and UNUS, jointly and severally, agree (1) to pay to the Trustee from time to time such compensation as shall be agreed to from time to time in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and (3) to fully indemnify the Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense, including legal fees and expenses and taxes (other than taxes based on the income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder including the costs and expenses of defending itself against any claim or liability (whether asserted by any party hereto, the


52 Holders or any other Person) in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of UCC, UFN, Unilever PLC and UNUS under this Section, the Trustee shall have a lien, to which the Debt Securities are hereby made subordinate, upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or any interest on the Debt Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or Section 5.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture and the removal or resignation of the Trustee. SECTION 6.08. Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Debt Securities of more than one series. SECTION 6.09. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to the Debt Securities of each series which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such having a combined capital and surplus of at least $50,000,000, and, if there be such Person willing and able to act as trustee on reasonable and customary terms, having its Corporate Trust Office in the Borough of Manhattan, The City of New York, New York. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. SECTION 6.10. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. (b) The Trustee may resign at any time with respect to the Debt Securities of one or more series by giving written notice thereof to each Issuer of any such series. (c) The Trustee may be removed at any time with respect to the Debt Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Debt Securities of such series delivered to the Trustee and to UCC, UFN, Unilever PLC and UNUS. 53 (d) If at any time: (1) the Trustee shall fail to comply with Section 6.08 after written request therefor by UCC, UFN, Unilever PLC or UNUS or by any Holder who has been a bona fide Holder of a Debt Security of the series as to which the Trustee has a conflicting interest for at least six months, or (2) the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by UCC, UFN, Unilever PLC or UNUS or by any Holder who has been a bona fide Holder of a Debt Security for at least six months, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) any Issuer by a Board Resolution may remove the Trustee with respect to all its Debt Securities, or (ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a Debt Security for at least six months (and, in the case of Section 6.10(d)(1) above, who is a Holder of a Debt Security of the series as to which the Trustee has a conflicting interest) may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Debt Securities and the appointment of a successor Trustee or Trustees. (e) If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of notice of resignation or removal, the Trustee resigning or being removed may petition at the expense of UCC any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities of such series. (f) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Debt Securities of one or more series, any applicable Issuer, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Debt Securities of such series (it being understood that any successor Trustee may be appointed with respect to the Debt Securities of one or more or all of such series and at any time there shall be only one Trustee with respect to the Debt Securities of any particular series), and shall comply with the applicable requirement of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to Debt Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Debt Securities of such series delivered to UCC, UFN, Unilever PLC and UNUS and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Debt Securities of such series and to that extent supersede the successor Trustee appointed by the Issuer of such series. If no successor Trustee with respect to the Debt Securities of any series shall have been so appointed by the Issuer of such series or the Holders of Debt Securities of such series and accepted appointment in the manner hereinafter required by Section 6.11, any Holder who has been a bona fide Holder of a Debt Security of such series for at least six months may, on behalf of himself 54 and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities of such series. (g) Each Issuer shall give notice of each resignation and each removal of the Trustee with respect to its Debt Securities of any series and each appointment of a successor Trustee with respect to its Debt Securities of any series in the manner and to the extent provided in Section 1.06. Each notice shall include the name of the successor Trustee with respect to the Debt Securities of such series and the address of its Corporate Trust Office. SECTION 6.11. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all Debt Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to UCC, UFN, Unilever PLC, UNUS and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of UCC, UFN, Unilever PLC or UNUS or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. (b) In case of the appointment hereunder of a successor Trustee with respect to the Debt Securities of one or more (but not all) series, the Issuer of any such series, each Guarantor, the retiring Trustee and each successor Trustee with respect to the Debt Securities of such series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of such series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Debt Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of such series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees cotrustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of such series to which the appointment of such successor Trustee relates; but, on request of the applicable Issuer, any Guarantor or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with 55 respect to the Debt Securities of such series to which the appointment of such successor Trustee relates. (c) Upon request of any such successor Trustee, any applicable Issuer and each Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Debt Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authentication Trustee may adopt such authentication and deliver the Debt Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Debt Securities. SECTION 6.13. Preferential Collection of Claims. If and when the Trustee shall be or become a creditor of any Issuer or Guarantor (or any other obligor upon the Debt Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against such Issuer or Guarantor (or any such other obligor). SECTION 6.14. Appointment of Authenticating Agent. At any time when any of the Debt Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Debt Securities which shall be authorized to act on behalf of the Trustee to authenticate Debt Securities of such series issued upon exchange, registration of transfer or partial redemption thereof, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent (except for Debt Securities authenticated upon original issuance or upon replacement of mutilated, lost, stolen or destroyed securities) of a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to UCC and UFN, and shall at all times be a corporation organized and doing corporate trust and agency business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State or District of Columbia authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent


56 shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided that such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the applicable Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the applicable Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the applicable Issuer and shall give notice (at the expense of the applicable Issuer) to the Holders of Debt Securities in the manner and to the extent provided in Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The applicable Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: CERTIFICATE OF AUTHENTICATION This is one of the Debt Securities of the series designated herein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK MELLON, as Trustee, By As Authenticating Agent By As Authorized Signatory Dated:_____ ARTICLE VII 57 Holders’ Lists and Reports by Trustee, UCC and Guarantors SECTION 7.01. Issuer and Guarantors to Furnish Trustee Names and Addresses of Holders. Each Issuer and the Guarantors of any series of Debt Securities issued under this Indenture will furnish or cause to be furnished to the Trustee (a) semi-annually, not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of registered Debt Securities of such series as of such Regular Record Date, and (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by any Issuer or any Guarantor of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that if and so long as the Trustee shall be the Security Registrar, such list shall not be required to be furnished with respect to registered Debt Securities of any such series, but in any event the Issuer and the Guarantors shall be required to furnish such information concerning the Holders of bearer Debt Securities of any such series which is known to them; and provided further that the Issuer and each Guarantor shall have no obligation to investigate any matter relating to any Holder of a bearer Debt Security. SECTION 7.02. Preservation of Information; Communication to Holders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders (i) contained in the most recent list furnished to the Trustee as provided in Section 7.01 and (ii) received by the Trustee in its capacity as Paying Agent (if so acting). The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. (b) The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Debt Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. (c) Every Holder, by receiving and holding a Debt Security, agrees with the Issuer of such Debt Security, each Guarantor and the Trustee that neither such Issuer, any Guarantor nor the Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders made pursuant to the Trust Indenture Act. SECTION 7.03. Reports by Trustee. (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within sixty days after each May 15 following the date of this Indenture deliver to Holders a brief report, dated as of such May 15, which complies with the provisions of such Section 313(a). (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which the Debt Securities for which it is acting as Trustee are listed, with the Commission and with the Issuer and 58 each Guarantor of such Debt Securities. The Issuer will promptly notify the Trustee when any of the Debt Securities are listed on any stock exchange or delisted therefrom. SECTION 7.04. Reports by Issuer and Guarantors. Each Issuer and each Guarantor shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuer's or Guarantor's, as the case may be, compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on applicable Officer’s Certificates). ARTICLE VIII Consolidation, Merger, Conveyance, Transfer or Lease SECTION 8.01. UCC, UFN, UNUS or Unilever PLC May Consolidate, Etc., Only on Certain Terms. Neither UCC, UFN, UNUS nor Unilever PLC shall consolidate or amalgamate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (1) the corporation formed by such consolidation or amalgamation or into which UCC, UFN, UNUS or Unilever PLC is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of UCC, UFN, UNUS or Unilever PLC substantially as an entirety (i) shall be, in the case of UCC, a corporation organized and existing under the laws of the United States of America, (ii) in the case of UFN, Unilever PLC or UNUS, shall, if not incorporated in the Netherlands, the United Kingdom or the United States of America, respectively, expressly agree to make payments under the Guarantees free of any deduction or withholding for or on account of taxes, levies, imposts and charges of the country of its incorporation (or any political subdivision or taxing authority thereof or therein) in a manner equivalent to the form of Guarantee set forth in Section 2.02 and Section 10.10, subject to the exceptions, if any, contained in such form, and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, in the case of UCC, UFN, UNUS or Unilever PLC, as the case may be, the due and punctual payment of the principal of (and premium, if any), any interest on and any other payments with respect to all the Debt Securities and the performance of every covenant of this Indenture on the part of UCC, UFN, UNUS or Unilever PLC, as the case may be, to be performed or observed, and, in the case of Unilever PLC and UNUS, as applicable, the due and punctual performance of the Guarantees and (2) UCC, UFN, UNUS or Unilever PLC, as the case may be, has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and such 59 supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and (3) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing. SECTION 8.02. Successor Corporation Substituted. Upon any consolidation, amalgamation or merger or any conveyance, transfer or lease of the properties and assets of UCC, UFN, UNUS or Unilever PLC substantially as an entirety in accordance with Section 8.01, the successor corporation formed by such consolidation or amalgamation or into which UCC, UFN, UNUS or Unilever PLC is merged or to which such conveyance, transfer or lease is made shall succeed to and be substituted for, and may exercise every right and power of, UCC, UFN, UNUS or Unilever PLC, as the case may be, under this Indenture with the same effect as if such successor corporation had been named as UCC, UFN, UNUS or Unilever PLC, as the case may be, herein, and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under this Indenture, the Debt Securities and the Coupons, if any. SECTION 8.03. Assumption by Guarantors or Subsidiary of Any Issuer’s Obligations. Any Guarantor or any Subsidiary of any Guarantor may assume the obligations of any Issuer (or any corporation which shall have previously assumed the obligations of such Issuer) for the due and punctual payment of the principal of (and premium, if any), any interest on and any other payments with respect to any series of Debt Securities and the performance of every covenant of this Indenture, the Debt Securities and the Coupons on the part of such Issuer to be performed or observed; provided that: (1) such Guarantor or such Subsidiary, as the case may be, shall expressly assume such obligations by an indenture supplemental hereto, in form satisfactory to the Trustee, executed and delivered to the Trustee and if such Subsidiary assumes such obligations, such Guarantor shall, by such supplemental indenture, confirm that its Guarantees shall apply to such Subsidiary's obligations under the Debt Securities and the Coupons and this Indenture, as modified by such supplemental indenture; (2) such Guarantor or such Subsidiary, as the case may be, shall agree in such supplemental indenture, to the extent provided in the Debt Securities and subject to the limitations and exceptions set forth below, to pay as additional interest to a Holder or a holder of a Coupon, if any, who, with respect to a tax, assessment or other governmental charge of the United Kingdom (or any political subdivision or taxing authority thereof or therein) (a "United Kingdom Tax"), is not resident in the United Kingdom for purposes of United Kingdom taxation, with respect to a tax, assessment or other governmental charge of the Netherlands (or any political subdivision or taxing authority thereof or therein) (a "Netherlands Tax"), is not resident in the Netherlands for purposes of Netherlands taxation, and, if applicable, with respect to a tax, assessment or other governmental charge of the United States of America (or any political subdivision thereof or therein) (a "United States Tax"), is a United States Alien, such additional amounts as may be necessary so that every net payment, if applicable, of principal, premium, if any, or interest on such Debt Security or such Coupon, if any, by such Guarantor or such Subsidiary, as the case may be, after deduction or withholding for or on account of any present or future United Kingdom Tax,


60 Netherlands Tax, or, if applicable, United States Tax imposed upon or as a result of such payment will not be less than the amount specified in such Debt Security or such Coupon, if any, to be due and payable. However, such Guarantor or such Subsidiary, as the case may be, shall not be required to make any payment of additional interest for or on account of: (a) any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder or holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder or holder, if such Holder or holder is an estate, trust, partnership or corporation) and, with respect to a United Kingdom Tax, the United Kingdom or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, with respect to a Netherlands Tax, the Netherlands or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, and, if applicable, with respect to a United States Tax, the United States of America or any political subdivision or territory thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder or holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein, or (ii) the presentation of a Debt Security (where presentation is required) or Coupon, if any, for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later; (b) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (c) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments of (or in respect of) principal of, premium, if any, or any interest on, the Debt Securities or Coupons, if any; (d) with respect to any United States Tax, if applicable, any such tax, imposed by reason of such Holder's or holder's past or present status as a personal holding company, foreign personal holding company or foreign private foundation or similar tax- exempt organization with respect to the United States of America or as a corporation which accumulates earnings to avoid United States Federal income tax; (e) with respect to any United States Tax, if applicable, any such tax that would not have been imposed but for the failure of such Holder or holder or the beneficial owner of such Debt Security or Coupon, if any, to provide such certification or documentation at or prior to the time of payment to the effect that such Holder or holder or beneficial owner is a United States Alien and lacks other connections with the United States of America if such certification or documentation is required by statute or regulation of the United States Treasury Department as a precondition to relief or exemption from such tax; (f) with respect to any United States Tax, if applicable, any such tax, imposed by reason of such Holder's or holder's past or present status as (i) the actual or constructive owner of 10 percent, or more of the total combined voting power of all classes of stock of UCC or UNUS or any direct or indirect subsidiary of UCC or UNUS entitled to vote, or (ii) a controlled foreign corporation that is related to UCC or UNUS through stock ownership; 61 (g) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of, premium, if any, or any interest on, any bearer Debt Security or Coupon, if such payment can be made without such withholding by any other Paying Agent; (h) with respect to Debt Securities other than Bearer Debt Securities, any tax, assessment or other governmental charge which would not have been imposed if such Holder or holder had made a declaration of non-residence or other similar claim for exemption to the relevant tax authority; (i) any taxes imposed or withheld pursuant to the Netherlands Withholding Tax Act (Wet Bronbelasting 2021); or (j) any combinations of items (a), (b), (c), (d), (e), (f), (g), (h) and (i) above; nor shall additional interest be paid with respect to any payment of the principal of, premium, if any, or any interest on any Debt Security or Coupon, to any such Holder or holder who is a fiduciary or partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such additional interest had it been the Holder or holder of the Debt Security or Coupon; (3) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (4) such Guarantor or such Subsidiary, as the case may be, shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such assumption and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transactions have been complied with. Upon any such assumption, such Guarantor or such Subsidiary shall succeed to, and be substituted for, and exercise every right and power of, such Issuer under this Indenture with the same effect as if such Guarantor or such Subsidiary had been named as the Issuer herein, and such Issuer or any successor corporation which shall theretofore have become such in the manner prescribed in this Article VIII shall be released from its liability as obligor upon the Debt Securities and the Coupons, if any. ARTICLE IX Supplemental Indentures SECTION 9.01. Supplemental Indentures without Consent of Holders. Without the consent of any Holders or holders of Coupons, UCC, UFN, Unilever PLC and UNUS when authorized pursuant to action of its Board of Directors, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, for any of the following purposes: (1) to evidence the succession of another corporation to UCC, UFN, Unilever PLC or UNUS, as the case may be, and the assumption by any such successor of the 62 covenants of UCC, UFN, Unilever PLC or UNUS, as the case may be, herein and in the Debt Securities and Coupons or Guarantees, or to add another Issuer to this Indenture for future issuances; or (2) to add to the covenants of UCC, UFN, Unilever PLC or UNUS, as the case may be, for the benefit of the Holders of all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Debt Securities stating that such covenants are expressly being included solely for the benefit of a particular series) or to surrender any right or power herein conferred upon UCC, UFN, Unilever PLC or UNUS, as the case may be; or (3) to add any additional Events of Default; or (4) to change or eliminate any of the provisions of this Indenture, or any supplemental indenture; provided that any such change or elimination shall become effective only when there are no Outstanding Debt Securities with respect to any series created prior to the execution of such supplemental indenture effecting such change or elimination; or (5) to secure the Debt Securities; or (6) to establish the form or terms of Debt Securities of any series and any Coupons appertaining thereto as permitted by Section 3.01; or (7) to change any Place of Payment; or (8) to cure any ambiguity or omission, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or in any supplemental indenture, or to make any other provisions herein or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this Indenture; provided such action shall not adversely affect the interests of the Holders of Debt Securities or holders of Coupons of any series in any material respect; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirement of Section 6.11(b). SECTION 9.02. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than 66-2/3 percent in aggregate principal amount of the outstanding Debt Securities of all series affected by such supplemental indenture (voting as one class), by Act of said holders delivered to UCC, UFN, Unilever PLC and UNUS and the Trustee, UCC, UFN, Unilever PLC and UNUS when authorized by a Board Resolution, and the Trustee shall enter into an indenture or indentures supplemental to for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Debt Securities of all such series under the Indenture; provided, however, that no such supplemental Indenture shall, without the consent of the Holder of each Outstanding Debt Security affected thereby, 63 (1) change the Stated Maturity of the principal of, or any installment of interest on, or any sinking fund or analogous payment under, any Debt Security, or reduce the principal amount thereof or the rate or rates of any interest thereon or any premium payable upon the redemption thereof or any sinking fund or analogous payment thereon, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or upon the redemption thereof, or change the coin or currency in which any Debt Security or any premium or any interest thereon is payable, impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or (2) reduce the percentage in principal amount of the Outstanding Debt Securities of all such series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or of certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 5.13 or Section 10.08, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.08, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(9), or (4) change in any manner materially adverse to the interests of the Holders of any Debt Securities the terms and conditions of the obligations of any Guarantor in respect of the due and punctual payment of the principal thereof (and premium, if any) and any interest thereon or any sinking fund or analogous payments provided in respect thereof. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Debt Securities, or which modifies the rights of the Holders of Debt Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Debt Securities of any other series. SECTION 9.03. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. SECTION 9.04. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith,


64 and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Debt Securities theretofore or thereafter authenticated and delivered hereunder and every holder of Coupons shall be bound thereby. SECTION 9.05. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act. SECTION 9.06. Reference in Debt Securities to Supplemental Indentures. Debt Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form satisfactory to the Trustee as to any matter provided for in such supplemental indenture. If UCC, UFN, Unilever PLC and UNUS shall so determine, new Debt Securities of any series so modified as to conform, and satisfactory to the Trustee, UCC, UFN, Unilever PLC and UNUS, to any such supplemental indenture may be prepared and executed by UCC, the Guarantees of each Guarantor may be endorsed thereon and such Debt Securities may be authenticated and delivered by the Trustee in exchange for Outstanding Debt Securities of such series. ARTICLE X Covenants SECTION 10.01. Payment of Principal, Premium and Interest. Each Issuer covenants and agrees for the benefit of each series of Debt Securities that it will duly and punctually pay the principal of (and premium, if any) and any interest on the Debt Securities of that series in accordance with the terms of the Debt Securities, any Coupons appertaining thereto and this Indenture. Any interest on bearer Debt Securities shall be payable only upon presentation and surrender outside the United States of America of the several Coupons for such interest installments as are evidenced thereby as they severally mature. Any interest on any temporary bearer Debt Securities shall be paid, as to any installment of interest evidenced by a Coupon attached thereto, if any, only upon presentation and surrender outside the United States of America of such Coupon, and, as to the other installments of interest, if any, only upon presentation outside the United States of America of such Debt Securities for notation thereon of the payment of such interest. Any interest on registered Debt Securities shall be payable only to or upon the written order of the Holders thereof. SECTION 10.02. Maintenance of Office or Agency. Each Issuer will maintain in each Place of Payment for any series of Debt Securities an office or agency where Debt Securities of that series and any Coupons appertaining thereto may be presented or surrendered for payment, where Debt Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon such Issuer in respect of the Debt Securities of that series and any Coupons appertaining thereto and this Indenture may be served; provided, however, that at the option of such Issuer, in the case of registered Debt Securities of such series, payment of any interest thereon may be made by check mailed to the address of the Person entitled herein as such address shall appear in the Security Register. With respect to the Debt Securities of any series, such office or agency and each Place of Payment shall be specified as contemplated by Section 3.01. In the absence of any such provisions with respect to the registered Debt Securities of any series (i) the place shall be the Borough of Manhattan, The City 65 of New York and (ii) such office or agency in such Place of Payment initially shall be the Corporate Trust Office of the Trustee. Each Guarantor will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon such Guarantor in respect of registered Debt Securities of any series and this Indenture may be served. UCC, UFN, Unilever PLC and UNUS will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time UCC, UFN, Unilever PLC or UNUS shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands (except presentations or surrenders of bearer Debt Securities or Coupons for payment) may be made or served at the Corporate Trust Office of the Trustee. Each of UCC, UFN, Unilever PLC and UNUS hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. Any Issuer may also from time to time designate one or more other offices or agencies where the Debt Securities of one or more series and any Coupons appertaining thereto may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve such Issuer of its obligation to maintain an office or agency in each Place of Payment for Debt Securities of any series and any Coupons appertaining thereto for such purposes. Such Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. SECTION 10.03. Money for Debt Security Payments to be Held in Trust. If UCC, UFN, Unilever PLC or UNUS shall at any time act as Paying Agent with respect to the Debt Securities of any series and any Coupons appertaining thereto, it will, on or before each due date for payment of the principal of (and premium, if any) or any interest on any of the Debt Securities of that series, segregate and hold or cause to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or any interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its failure so to act. Whenever any Issuer shall have one or more Paying Agents for any series of Debt Securities, it will, on or prior to each due date for payment of the principal of (and premium, if any) or any interest on any Debt Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or any interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) such Issuer will promptly notify the Trustee of its action or its failure so to act. Each Issuer will cause each Paying Agent for any series of Debt Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent; and (2) at any time during the continuance of any such default by the Issuer (or any other obligor upon the Debt Securities of that series) in the making of any payment of principal of (and premium, if any) or interest on Debt Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of such Debt Securities. 66 UCC, UFN, UNUS or Unilever PLC, as the case may be, may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by UCC, UFN, UNUS or Unilever PLC, as the case may be, or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by UCC, UFN, UNUS or Unilever PLC, as the case may be, or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, UCC, UFN, UNUS or Unilever PLC, as the case may be, or such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by any Issuer or any Guarantor, in trust for the payment of the principal of (and premium, if any) or any interest on any Debt Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or any interest has become due and payable shall (after deduction for any intervening tax paid with respect thereto) be paid to such Issuer or such Guarantor, as the case may be, on Issuer Request, or (if then held by such Issuer or such Guarantor) shall be discharged from such trust; and the Holder of such Debt Security and the holder of any Coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only to UCC, UFN, Unilever PLC and UNUS for payment thereof (and, in the case of bearer Debt Securities or Coupons, such payments shall be made only outside the United States of America), and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of UCC, UFN, Unilever PLC or UNUS as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the applicable Issuer or Issuers cause to be published at least once, in Authorized Newspapers, published in the Borough of Manhattan, The City of New York, and London, England, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid to UCC, UFN, Unilever PLC or UNUS, as the case may be. SECTION 10.04. Corporate Existence. Subject to Article VIII, UCC and Unilever PLC will do or cause to be done all things necessary to preserve and keep in full force and effect their respective corporate existences. SECTION 10.05. Limitation of Liens. (a)Unilever PLC will not, nor will it permit any Restricted Subsidiary to, issue, assume or guarantee any Debt secured by a mortgage, security interest, pledge, lien or other encumbrance (mortgages, security interests, pledges, liens and other encumbrances being hereinafter in this Section 10.05 and in Section 10.06 referred to as a "mortgage" or "mortgages") upon any Principal Property or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares of stock or indebtedness are now owned or hereafter acquired) without in each such case effectively providing concurrently with the issuance, assumption or guaranty of any such Debt that the Guarantees (together with, if Unilever PLC shall so determine, any other indebtedness of or guaranteed by Unilever PLC or such Restricted Subsidiary ranking equally with the Guarantees and then existing or thereafter created) shall be secured equally and ratably with (or prior to) such Debt (and the Trustee by its execution hereof agrees to enter into a supplemental indenture pursuant to Section 9.01(5) of this Indenture and to accept such security and hold it for the benefit of the Holders of Debt Securities at the expense of the Issuer of such Debt Securities); provided, however, that the foregoing restrictions shall not apply to, and there shall be excluded from Debt secured by a mortgage or mortgages in any computation under Section 10.05(b), Debt secured by: 67 mortgages on property, shares of stock or indebtedness of any corporation, which mortgages are existing at the time such corporation becomes a Restricted Subsidiary; mortgages on property, which mortgages are existing at the time of acquisition of such property, or mortgages to secure Debt relating to the payment of all or any part of the purchase price of such property upon the acquisition of such property by Unilever PLC or a Restricted Subsidiary, or to secure any Debt incurred prior to, at the time of, or within 12 months after, the later of the acquisition, the completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such property, which Debt is incurred for the purpose of financing all or any part of the purchase price thereof; mortgages on property to secure Debt incurred to finance all or part of the cost of the construction, alteration or repair of any building, equipment or facilities or of any other improvements on, all or any part of such property, if such Debt is incurred prior to, during, or within 12 months after completion of, such construction, alteration or repair; mortgages which secure Debt owing to any Guarantor or any Restricted Subsidiary by any Restricted Subsidiary or any Guarantor; mortgages on assets held by banks to secure amounts due to such banks in the ordinary course of business or mortgages under workers' compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the repayment of Debt), or deposits to secure public or statutory obligations of Unilever PLC or any Restricted Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which Unilever PLC or any Restricted Subsidiary is a party or in lieu of such bonds, or pledges or deposits for similar purposes in the ordinary course of business, or liens imposed by law, such as laborers' or other employees', carriers', warehousemen's, mechanics', materialmen's and vendors' liens and liens arising out of judgments or awards against Unilever PLC or any Restricted Subsidiary with respect to which Unilever PLC or such Restricted Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review, or liens for property taxes not yet subject to penalties for nonpayment or the amount or validity of which is being in good faith contested by appropriate proceedings by Unilever PLC or any Restricted Subsidiary, as the case may be, or minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties, which liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion of Unilever PLC, in the aggregate materially detract from the value of said properties or materially impair their use in the operation of the business of Unilever PLC and the Restricted Subsidiaries; mortgages on property in favor of the United Kingdom, Canada, the United States of America, the Netherlands or any political subdivision of any thereof, or any department, agency or instrumentality of any thereof, to secure partial, progress, advance or other payments pursuant to the provisions of any contract or statute, including, but not limited to, mortgages incurred in connection with pollution control, industrial revenue or similar financing;


68 mortgages existing at the date of the execution of this Indenture; mortgages incurred (no matter when created) in connection with engaging in leveraged or single investor lease transactions; provided that the instrument creating or evidencing any Debt secured by such mortgage shall provide that such Debt is payable solely out of the income and proceeds of the property subject to such mortgage and is not a personal obligation of the lessor; mortgages on property, shares of stock or indebtedness of a corporation existing at the time such corporation is merged into or consolidated or amalgamated with Unilever PLC or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to Unilever PLC or a Restricted Subsidiary; mortgages on property incurred or assumed in connection with an issuance of revenue bonds, the interest on which is exempt from United States Federal income taxation pursuant to Section 103 of the United States Internal Revenue Code from time to time; and any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any mortgage referred to in the foregoing clauses (i) through (x) inclusive; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the mortgage so extended, renewed or replaced (plus improvements on such property). (b) Notwithstanding the provisions of subsection (a) of this Section 10.05, Unilever PLC may, and may permit any Restricted Subsidiary to, issue, assume or guarantee Debt secured by mortgages not excepted by clauses (i) through (xi) inclusive of such subsection (a) without equally and ratably securing the Guarantees; provided, however, that the aggregate principal amount of all such Debt then outstanding, plus the principal amount of the Debt then being issued, assumed or guaranteed, and the aggregate amount of the Attributable Debt in respect of sale and leaseback transactions (with the exception of Attributable Debt which is excluded pursuant to clauses (1) through (4) inclusive of Section 10.06), shall not exceed 10 percent of Capital Employed. SECTION 10.06. Limitation on Sales and Leasebacks. Unilever PLC will not, and will not permit any Restricted Subsidiary to, enter into any transaction with any Person for the leasing by Unilever PLC or a Restricted Subsidiary of any Principal Property, the acquisition (including, without limitation, acquisition by merger, amalgamation or consolidation) or the completion of construction and commencement of full operation, whichever is later, of which has occurred more than 120 days prior thereto, which Principal Property has been or is to be sold or transferred by Unilever PLC or such Restricted Subsidiary to such Person in contemplation of such leasing (herein referred to as a "sale and leaseback transaction") unless, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to all such sale and leaseback transactions plus all Debt secured by mortgages on Principal Properties (with the exception of Debt secured by mortgages which is excluded pursuant to clauses (i) through (xi) inclusive of Section 10.05(a)) would not exceed 10 percent of Capital Employed. This covenant shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 10.05 or this Section 10.06, Attributable Debt with respect to any sale and leaseback transaction if: 69 (1) the lease in such sale and leaseback transaction is for a term of not more than three years, or (2) Unilever PLC or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the greater of (i) the net proceeds of such sale or transfer, or (ii) the fair value (as determined by the Boards of Directors of Unilever PLC) of such Principal Property so leased at the time of entering into such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 120 days of the effective date of any such arrangement, of Debt of Unilever PLC or the Restricted Subsidiaries (other than Debt owed by any Subsidiary), which by its terms matures more than 12 months after the date of the creation of such Debt, or shall apply such proceeds to investment in other Principal Properties within a period not exceeding 12 months prior or subsequent to any such arrangement, or (3) such sale and leaseback transaction is entered into between any Guarantor and a Restricted Subsidiary or between Restricted Subsidiaries or between Guarantors, or (4) Unilever PLC or a Restricted Subsidiary would be entitled to incur a mortgage on such Principal Property pursuant to clauses (i) through (xi) inclusive of Section 10.05 securing Debt without equally and ratably securing the Guarantees pursuant to Section 10.05. SECTION 10.07. Issuers to be Wholly Owned Subsidiaries. Unilever PLC will take such steps as may be necessary to ensure that at all times it shall own, directly or indirectly, all the outstanding shares of Voting Stock of the Issuers (and any successor to the Issuers as provided in Article VIII), except for directors' qualifying shares to the extent that under any mandatory law applicable to Unilever PLC or the Issuers, it shall be permitted to so own only a lesser amount of shares. SECTION 10.08. Statement as to Compliance. UCC, UFN, Unilever PLC and UNUS will each deliver to the Trustee, within 120 days after the end of each fiscal year of each such party, respectively, a certificate, from its principal executive officer or principal financial officer or principal accounting officer, stating whether or not to the best knowledge of the signer thereof such party is in compliance (without regard to periods of grace or notice requirements) with all conditions and covenants under this Indenture, and if such party shall not be in compliance, specifying such non-compliance and the nature and status thereof of which such signer may have knowledge. SECTION 10.09. Waiver of Certain Covenants. UCC, UFN and Unilever PLC may omit in any particular instance to comply with any covenant or condition set forth in Sections 10.05, 10.06 or 10.07, with respect to the Debt Securities of all series if before the time for such compliance the Holders of at least a majority in aggregate principal amount of all Outstanding Debt Securities (voting as one class) shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of UCC, UFN and Unilever PLC and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect. 70 SECTION 10.10. Additional Payments by the Guarantors. Each Guarantor hereby agrees, subject to the limitations and exceptions set forth below, (i) that if any deduction or withholding for or on account of any present or future United Kingdom Tax or Netherlands Tax, shall at any time be required by the United Kingdom or the Netherlands (or any such subdivision or authority) in respect of any amounts to be paid by such Guarantor under this Guarantee, or (ii) provided that the terms of the Debt Security upon which this Guarantee is endorsed provide for the payment by the Issuer of additional interest in respect of any deduction or withholding for taxes, assessments or other governmental charges imposed by the United States of America (or any political subdivision or taxing authority thereof or therein), that if any deduction or withholding for or on account of any such present or future United States Tax shall at any time be required in respect of amounts to be paid by such Guarantor under this Guarantee, then such Guarantor will pay as additional interest such additional amounts as may be necessary in order that the net amounts paid pursuant to the Guarantee to the Holder of a Debt Security or to the holder of any Coupon appertaining thereto who, with respect to a United Kingdom Tax, is not resident in the United Kingdom for purposes of United Kingdom taxation, with respect to a Netherlands Tax, is not resident in the Netherlands for purposes of Netherlands taxation, and, with respect to a United States Tax, is a United States Alien, after deduction or withholding for or on account of such United Kingdom Tax, Netherlands Tax, or, if applicable, United States Tax, as the case may be, will not be less than the amount specified in such Debt Security or such Coupon, if any, to be then due and payable. However, such Guarantor or such Subsidiary, as the case may be, shall not be required to make any payment of additional interest for or on account of: (a) any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder or holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder or holder, if such Holder or holder is an estate, trust, partnership or corporation) and, with respect to a United Kingdom Tax, the United Kingdom or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, with respect to a Netherlands Tax, the Netherlands or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, and, if applicable, with respect to a United States Tax, the United States of America or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder or holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein, or (ii) the presentation of a Debt Security (where presentation is required) or Coupon, if any, for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later; (b) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (c) any tax, assessment or other governmental charge, which is payable otherwise than by withholding from payments of (or in respect of) principal of, premium, if any, or any interest on, the Debt Securities or Coupons, if any; (d) with respect to any United States Tax, if applicable, any such tax, imposed by reason of such Holder's or holder's past or present status as a personal holding company, foreign personal holding company or foreign private foundation or similar tax- 71 exempt organization with respect to the United States of America or as a corporation which accumulates earnings to avoid United States Federal income tax; (e) with respect to any United States Tax, if applicable, any such tax that would not have been imposed but for the failure of such Holder or holder or the beneficial owner of such Debt Security or Coupon, if any, to provide such certification or documentation at or prior to the time of payment to the effect that such Holder or holder or beneficial owner is a United States Alien and lacks other connections with the United States of America if such certification or documentation is required by statute or regulation of the United States Treasury Department as a precondition to relief or exemption from such Tax; (f) with respect to any United States Tax, if applicable, any such tax imposed by reason of such Holder's or holder's past or present status as (i) the actual or constructive owner of 10 percent or more of the total combined voting power of all classes of stock of UCC or UNUS or any direct or indirect subsidiary of UCC or UNUS entitled to vote, or (ii) a controlled foreign corporation that is related to UCC or UNUS through stock ownership; (g) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of, premium, if any, or any interest on, any bearer Debt Security or Coupon, if such payment can be made without such withholding by any other Paying Agent; (h) with respect to Debt Securities other than Bearer Debt Securities, any tax, assessment or other governmental charge which would not have been imposed if such Holder or holder had made a declaration of non-residence or other similar claim for exemption to the relevant tax authority; (i) any taxes imposed or withheld pursuant to the Netherlands Withholding Tax Act (Wet Bronbelasting 2021); or (j) any combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i) above; nor shall additional interest be paid with respect to any payment of the principal of, premium, if any, or any interest on any Debt Security or Coupon to any such Holder or holder who is a fiduciary or partnership or a beneficial owner who is other than the sale beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such additional interest had it been the Holder or holder of the Debt Security or Coupon. SECTION 10.11. Additional Payments of Each Issuer. Each Issuer hereby agrees, subject to the limitations and exceptions set forth below, to pay as additional interest to a Holder or holder of a Coupon, if any, who, with respect to a United Kingdom Tax, is not resident in the United Kingdom for purposes of United Kingdom taxation, with respect to a Netherlands Tax, is not resident in the Netherlands for purposes of Netherlands taxation, and, if the terms of the Debt Securities so provide, with respect to a United States Tax, is a United States Alien such additional amounts as may be necessary so that every net payment of principal, premium, if any, or interest on such Debt Security or such Coupon, after deduction or withholding for or on account of any present or future United Kingdom Tax, Netherlands Tax, or, United States Tax imposed upon or as a result of such payment, will not be less than the amount provided for in such Debt Security or such Coupon to be then due and payable. However, each Issuer shall not be required to make any payment of additional interest for or on account of:


72 (a) any tax, assessment or other governmental charge which would not have been imposed but for the existence of any present or former connection between such Holder or holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder or holder, if such Holder or holder is an estate, trust, partnership or corporation) and, with respect to a United Kingdom Tax, the United Kingdom or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, with respect to a Netherlands Tax, the Netherlands or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, and, if applicable, with respect to a United States Tax, the United States of America or any political subdivision or territory thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder or holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein, or (ii) the presentation of a Debt Security (where presentation is required) or Coupon for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later; (b) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (c) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments of (or in respect of) principal of, premium, if any, or any interest on, the Debt Securities or Coupons; (d) with respect to any United States Tax, if applicable, any such Tax imposed by reason of such Holder's or holder's past or present status as a personal holding company, foreign personal holding company or foreign private foundation or similar tax- exempt organization with respect to the United States of America or as a corporation which accumulates earnings to avoid United States Federal income tax; (e) with respect to any United States Tax, if applicable, any such tax that would not have been imposed but for the failure of such Holder or holder or the beneficial owner of such Debt Security or Coupon to provide such certification or documentation at or prior to the time of payment to the effect that such Holder or holder or beneficial owner is a United States Alien and lacks other connections with the United States of America if such certification or documentation is required by statute or regulation of the United States Treasury Department as a precondition to relief or exemption from such Tax; (f) with respect to any United States Tax, if applicable, any such tax imposed by reason of such Holder's or holder's past or present status as (i) the actual or constructive owner of 10 percent or more of the total combined voting power of all classes of stock of UCC or UNUS or any direct or indirect subsidiary of UCC or UNUS entitled to vote, or (ii) a controlled foreign corporation that is related to UCC or UNUS through stock ownership; (g) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of, premium, if any, or any interest on, any bearer Debt Security or Coupon, if such payment can be made without such withholding by any other Paying Agent; (h) with respect to Debt Securities other than Bearer Debt Securities, any tax, assessment or other governmental charge which would not have been imposed if such 73 Holder or holder had made a declaration of non-residence or other similar claim for exemption to the relevant tax authority; (i) any taxes imposed or withheld pursuant to the Netherlands Withholding Tax Act (Wet Bronbelasting 2021); or (j) any combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i) above; nor shall additional interest be paid with respect to any payment of the principal of, premium, if any, or any interest on any Debt Security or Coupon to any such Holder or holder who is a fiduciary or partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such additional interest had it been the Holder or holder of the Debt Security or Coupon. SECTION 10.12. Calculation of Original Issue Discount. The applicable Issuer shall file with the Trustee promptly at the end of each calendar year a written notice specifying the amount of original issue discount, if any, (including daily rates and accrual periods) accrued on Outstanding Debt Securities as of the end of such year. SECTION 10.13. Foreign Account Tax Compliance Act (FATCA). In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”), UCC agrees (i) to use commercially reasonable efforts to provide to The Bank of New York Mellon, upon request, such information as it has in its possession about Holders or other applicable parties and/or transactions (including any modification to the terms of such transactions) so that the Trustee can determine whether it has tax related obligations under Applicable Law, (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable Law, for which the Trustee shall not have any liability. The terms of this section shall survive the termination of this Indenture. ARTICLE XI Redemption of Debt Securities SECTION 11.01. Applicability of Article. Debt Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified pursuant to Section 3.01 for Debt Securities of any series) in accordance with this Article. SECTION 11.02. Election to Redeem; Notice to Trustee. The election of any Issuer to redeem any series of Debt Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of an Issuer, such Issuer shall, at least 60 days prior to the Redemption Date fixed by such Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Debt Securities of such series to be redeemed. In the case of any redemption of Debt Securities of any series prior to the expiration of any provision restricting such redemption provided in the terms of such Debt Securities or elsewhere in this Indenture, the Issuer shall furnish the Trustee with respect to such Debt Securities with an Officer’s Certificate evidencing compliance or waiver of such provision. 74 SECTION 11.03. Selection by Trustee of Debt Securities to be Redeemed. If less than all the Debt Securities of any series are to be redeemed, the particular Debt Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Debt Securities of such series not previously called for redemption, by lot or pursuant to applicable Depository procedures and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Debt Securities of that series or any multiple thereof) of the principal amount of Debt Securities of such series of a denomination larger than the minimum authorized denomination for Debt Securities of that series. The Trustee shall promptly notify the Issuer in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Debt Securities shall relate in the case of any Debt Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Debt Security which has been or is to be redeemed. SECTION 11.04. Notice of Redemption. Notice of redemption shall be given not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Debt Securities to be redeemed in the manner and to the extent provided in Section 1.06. All notices of redemption shall identify the Debt Securities to be redeemed (including applicable CUSIP numbers, if any) and state: (1) the Redemption Date, (2) the Redemption Price, (3) if less than all the Outstanding Debt Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the particular Debt Securities to be redeemed, (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Debt Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, (5) the place or places where such Debt Securities are to be surrendered for payment of the Redemption Price (which, in the case of bearer Debt Securities and Coupons, shall be outside the United States), and that, unless otherwise specified in such notice, bearer Debt Securities (if any) surrendered for payment must be accompanied by all Coupons maturing subsequent to the Redemption Date, failing which the amount of any such missing Coupon or Coupons will be deducted from the sum due for payment, and (6) that the redemption is for a sinking fund, if such is the case. Notice of redemption of Debt Securities to be redeemed at the election of an Issuer shall be given by such Issuer or, at the Issuer's request, by the Trustee in the name and at the expense of such Issuer. 75 SECTION 11.05. Deposit of Redemption Price. Prior to any Redemption Date, the applicable Issuer shall deposit with the Trustee or with a Paying Agent (or, if UCC, UFN, Unilever PLC or UNUS is acting as Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Debt Securities which are to be redeemed on that date. SECTION 11.06. Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Debt Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the applicable Issuer shall default in the payment of the Redemption Price and any accrued interest) such Debt Securities shall cease to bear interest. Upon surrender of any such Debt Security for redemption in accordance with said notice, such Debt Security shall be paid by the Issuer thereof at the Redemption Price, together with any accrued interest to the Redemption Date; provided, however, that if the Redemption Date is an Interest Payment Date, the interest payable in respect of registered Debt Securities on such date shall be paid to the Holder at the close of business on the relevant Record Date according to the terms of the Debt Securities and the provisions of Section 3.07. If any Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, subject to Section 1.13, until paid, bear interest, if any, from the Redemption Date at the rate borne by the Debt Security. SECTION 11.07. Debt Securities Redeemed in Part. Any Debt Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Debt Security without service charge, a new Debt Security or Debt Securities of the same series of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Debt Security so surrendered. SECTION 11.08. Optional Redemption Due to Changes in United States, United Kingdom or the Netherlands Tax Treatment. Each series of Debt Securities may be redeemed at the option of the Issuer of such series or any Guarantor in whole but not in part at any time (except in the case of Debt Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a redemption price equal to the principal amount thereof plus any accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of each series of such Debt Securities) if, (i) the Issuer or any Guarantor determines that, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of the United Kingdom or the Netherlands or, if the payment of additional interest is provided for in the Debt Securities in such event, the United States of America (or of any political subdivision or taxing authority of or in the United Kingdom or the Netherlands or, if the payment of additional interest is provided for in the Debt Securities in such event, the United States of America), or any change in the application or official interpretation of such laws, regulations or rulings, or any change in the application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which the United Kingdom or the Netherlands is a party, which change, execution or amendment becomes effective, on or after the


76 date specified for such series pursuant to Section 3.01(7), such Issuer or such Guarantor would be required to pay additional interest with respect to the Debt Securities, as described in Section 10.10 or Section 10.11 on the next succeeding Interest Payment Date and that the payment of such additional interest cannot be avoided by the use of reasonable measures available to such Issuer or such Guarantor, as the case may be, or (b) United Kingdom or Netherlands withholding tax has been or would be required to be withheld with respect to interest income received or receivable by such Issuer directly from such Guarantor (or any of such Issuer's or such Guarantor's Affiliates) and such withholding tax obligation cannot be avoided by the use of reasonable measures available to such Issuer or to such Guarantor (or to such Issuer's or such Guarantor's Affiliates), or, (ii) an Issuer or any Guarantor determines, based upon an opinion of independent counsel to such Issuer or such Guarantor, as the case may be, that, as a result of any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in, the United Kingdom or the Netherlands or, if the payment of additional interest is provided for in the Debt Securities in such event, the United States of America (or of any political subdivision or taxing authority of or in the United Kingdom, the Netherlands or, if the payment of additional interest is provided for in the Debt Securities in such event, the United States of America) (whether or not such action was taken or brought with respect to UCC, UFN, Unilever PLC or UNUS), which action is taken or brought on or after the date specified for such series pursuant to Section 3.01 (7), there is a substantial probability that the circumstances described in clause (a) or (b) would exist. UCC, UFN, Unilever PLC or UNUS, as the case may be, will also pay to each Holder, or make available for payment to each such Holder, on the Redemption Date any additional interest as described in Section 10.10 or Section 10.11 resulting from the payment of such Redemption Price. ARTICLE XII Sinking Fund SECTION 12.01. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of Debt Securities of a series except as otherwise specified pursuant to Section 3.01 for Debt Securities of such series. The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of any series is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the terms of Debt Securities of any series is herein referred to as an "optional sinking fund payment". If provided for by the terms of Debt Securities of any series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Debt Securities of any series as provided for by the terms of Debt Securities of such series. SECTION 12.02. Satisfaction of Sinking Fund Payments. Any Issuer (1) may deliver outstanding Debt Securities of a series (other than any previously called for redemption), and (2) may apply as a credit Debt Securities of a series which have been redeemed either at the election of such Issuer pursuant to the terms of such Debt Securities or through the application of optional sinking fund payments pursuant to the terms of such Debt Securities, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Debt Securities of such series; provided that such Debt Securities have not been previously so credited. Such Debt Securities shall be received and credited for such purpose by the Trustee at the 77 Redemption Price specified in such Debt Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. SECTION 12.03. Redemption of Debt Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any series of Debt Securities, the Issuer of such series will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Debt Securities of that series pursuant to Section 12.02 and will also deliver to the Trustee any Debt Securities to be so delivered and not theretofore delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Debt Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Issuer thereof in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07. SECTION 12.04. Sinking Fund Moneys Not to be Applied to Redemption of Debt Securities Under Certain Circumstances. The Trustee shall not redeem Debt Securities of any series with sinking fund moneys or give any notice of redemption of any such Debt Securities during the continuance of a default in payment of any interest on such Debt Securities or of an Event of Default with respect to such series known to the Trustee, except that if notice of redemption of such Debt Securities shall theretofore have been mailed in accordance with the provisions hereof, the Trustee shall redeem such Debt Securities provided funds are deposited with it for that purpose. ARTICLE XIII Meetings of Holders of Debt Securities SECTION 13.01. Purpose of Meetings. A meeting of Holders of Debt Securities of any or all series may be called at any time and from time to time pursuant to the provisions of this Article XIII for any of the following purposes: (1) to give any notice to UCC, UFN, Unilever PLC, UNUS or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article V; (2) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article VI; (3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 9.02; or (4) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Debt Securities of any or all series, as the case may be, under any other provisions of this Indenture or under applicable law. 78 SECTION 13.02. Call of Meeting by Trustee. The Trustee may at any time call a meeting of Holders of Debt Securities of any or all series to take any action specified in Section 13.01, to be held at such time and at such place in the Borough of Manhattan, The City of New York or in London, England, as the Trustee shall determine. Notice of every meeting of the Holders of Debt Securities of any or all series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given (i) to all Holders of then Outstanding bearer Debt Securities of each series that may be affected by the action proposed to be taken at such meeting, by publication at least once in an Authorized Newspaper in London, England, and, if the Trustee deems it to be fit, in the Borough of Manhattan, The City of New York, prior to the date fixed for the meeting, the first publication, in each case, to be not less than 20 nor more than 180 days prior to the date fixed for the meeting and the last publication to be not more than 15 days prior to the date fixed for the meeting, (ii) to all Holders of then Outstanding bearer Debt Securities of each series that may be affected by the action proposed to be taken at such meeting, who have filed their names and addresses with the Trustee pursuant to the Trust Indenture Act, by mailing such notice to such Holders at such addresses, not less than 20 nor more than 180 days prior to the date fixed for the meeting, and (iii) to all Holders of then Outstanding registered Debt Securities of each series that may be affected by the action proposed to be taken at such meeting, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register, not less than 2 nor more than 180 days prior to the date fixed for the meeting. Failure to receive such notice or any defect therein shall in no case affect the validity of any action taken at such meeting. Any meeting of Holders of Debt Securities of all or any series shall be valid without notice if the Holders of all such Outstanding Debt Securities, UCC, UFN, Unilever PLC, UNUS and the Trustee are present in person or by proxy or shall have waived notice thereof before or after the meeting. SECTION 13.03. Call of Meeting by UCC, UFN, Unilever PLC, UNUS or Holders of Debt Securities. In case at any time UCC, UFN, Unilever PLC or UNUS, pursuant to a resolution of its Board of Directors, or the Holders of at least 10 percent in aggregate principal amount of the Outstanding Debt Securities of any affected series, shall have requested the Trustee to call a meeting of Holders of Debt Securities of such series by written request setting forth in reasonable detail the action proposed to be taken at the meeting and the Trustee shall not have mailed or published, as provided in Section 13.02, the notice of such meeting within 30 days after receipt of such request, then UCC, UFN, Unilever PLC, UNUS or such Holders may determine the time and the place in said Borough of Manhattan or London for such meeting and may call such meeting to take any action authorized in Section 13.01, by mailing or publishing notice thereof as provided in Section 13.02. SECTION 13.04. Qualifications for Voting. To be entitled to vote at any meeting of Holders of Debt Securities, a Person shall (a) be a Holder of one or more Debt Securities of a series affected by the action proposed to be taken of, or (b) be a Person appointed by an instrument in writing as proxy by the Holder of one or more such Debt Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of UCC, UFN, Unilever PLC or UNUS and their respective counsel. SECTION 13.05. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Debt Securities, in regard to proof of the holding of Debt Securities and of 79 the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Except as otherwise permitted or required by any such regulations, the holding of Debt Securities shall be proved in the manner specified in Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.04 or by having a signature of the person executing the proxy witnessed or guaranteed by any trust company, bank, banker or recognized securities dealer authorized by Section 1.04 to certify to the holding of Debt Securities. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by UCC, UFN, Unilever PLC, UNUS or by Holders of Debt Securities as provided in Section 13.03, in which case the party calling the meeting shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 13.04, at any meeting each Holder of Outstanding Debt Securities or proxy shall be entitled to one vote for each $1,000 principal amount (in the case of Original Issue Discount Securities, such principal amount to be the principal amount of an Outstanding Original Issue Discount Security that would be due and payable as of the date of such determination upon a declaration of acceleration of Maturity thereof pursuant to Section 5.02) of Debt Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debt Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Debt Securities held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Holders. Any meeting of Holders of Debt Securities duly called pursuant to the provisions of Section 13.02 or 13.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. Whenever any Act is to be taken hereunder by the holders of two or more series of Debt Securities denominated in different currencies (or currency units), then, for the purpose of determining the principal amount of Securities held by such Holders, the aggregate principal amount of the Debt Securities denominated in a Foreign Currency shall be deemed to be that amount of U.S. dollars that could be obtained for such principal amount on the basis of the spot rate of exchange for such Foreign Currency as determined by the Issuer of such series or by an authorized exchange rate agent and, unless such agent is the Trustee or its Affiliate, evidenced to the Trustee by an Officer’s Certificate as of the date the taking of such Act by the Holders of the requisite percentage in principal amount of the Debt Securities is evidenced to the Trustee. An exchange rate agent may be appointed in advance or from time to time by the Issuer of such series, and may be the Trustee or its Affiliate. Any such determination by such Issuer or by any such exchange rate agent shall be conclusive and binding on all Holders, such Issuer and the Trustee, and neither such Issuer nor any such exchange rate agent shall be liable therefor in the absence of bad faith. SECTION 13.06. Voting. The vote upon any resolution submitted to any meeting of Holders of Debt Securities with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such Holders or of their representatives by proxy and the principal amount and/or the serial number or numbers of the Debt Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written


80 reports in quintuplicate of all votes cast at the meeting. A record in quintuplicate of the proceedings of each meeting of Holders of Debt Securities shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed or published as provided in Section 13.02. The record shall show the principal amount and/or the serial numbers of the Debt Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the quintuplicates shall be delivered to each of UCC, UFN, Unilever PLC, UNUS and the fifth to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. SECTION 13.07. No Delay of Rights by Meeting. Nothing in this Article contained shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders of Debt Securities of any or all series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or the Holders of Debt Securities of any or all such series, or of Coupons appertaining to such Debt Securities, under any provisions of this Indenture or of the Debt Securities. No meeting shall be required in order to enter into supplemental indentures in accordance with the provisions of Article IX of this Indenture. ARTICLE XIV Defeasance SECTION 14.01. Defeasance Upon Deposit of Moneys, U.S. Government Obligations or Foreign Government Securities. At the Issuer's option, either (a) the Issuer shall be deemed to have been Discharged (as defined below) from its obligations with respect to any series of Debt Securities and the Guarantors shall be deemed to be Discharged from their respective obligations with respect to the Guarantees relating to such Debt Securities, on the 121st day after the applicable conditions set forth below have been satisfied, or (b) the Issuer and the Guarantors, as the case may be, shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 8.01, 10.05, 10.06 and 10.07 (but only those so set forth) with respect to any series of Debt Securities, at any time after the applicable conditions set forth below have been satisfied: (1) the Issuer of such series shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such Debt Securities (i) in the case of Debt Securities of such series denominated in U.S. dollars, U.S. money and/or U.S. Government Obligations; (provided, however, that in the case of Debt Securities of any series issued in whole or in part in bearer form, not more than 50 percent (determined with respect to both value and income) of the deposited collateral shall consist of U.S. Government Obligations), or (ii) in the case of Debt Securities of such series denominated in a Foreign Currency (other than a basket 81 currency), money and/or Foreign Government Securities in the same Foreign Currency, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash to pay and discharge each installment of principal (including mandatory sinking fund or analogous payments) of and any interest on all the Debt Securities of such series on the dates such installments of interest or principal are due; (2) no Event of Default set forth in Sections 5.01(5) or (6) (without giving effect to the period of time referred to therein) shall have occurred and be continuing on the date of such deposit; (3) in the case of the Debt Securities of such series being Discharged pursuant to clause (a) only, the Issuer shall have delivered to the Trustee either (i) an Opinion of Counsel to the effect that Holders of the Debt Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of the Issuer's exercise of its option under clause (a) above and will be subject to United States Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, or (ii) a ruling to that effect received from or published by the United States Internal Revenue Service; (4) in the case of the Debt Securities of such series being Discharged pursuant to clause (b) only, such Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Debt Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of the Issuer's exercise of its option under clause (b) above and will be subject to United States Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (5) such Discharge shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Debt Securities are in default within the meaning of such Act); (6) such Discharge shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Issuer is a party or by which it is bound; (7) such Discharge shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder; (8) the Issuer shall have delivered to the Trustee an Officer’s Certificate to the effect that neither such Debt Securities nor any other Debt Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit; (9) in the case of Debt Securities designated as subordinated pursuant to clause (19) of Section 3.01, at the time of such deposit, no default in the payment of any principal of or premium or interest on any Senior Debt shall have occurred and be 82 continuing, no event of default with respect to any Senior Debt shall have resulted in such Senior Debt becoming, and continuing to be, due and payable prior to the date on which it would otherwise have become due and payable (unless payment of such Senior Debt has been made or duly provided for), and no other event of default with respect to any Senior Debt shall have occurred and be continuing permitting (after notice or lapse of time or both) the holders of such Senior Debt (or a trustee on behalf of such holders) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable; and (10) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to a defeasance under Section 14.01(a) or 14.01(b) (as the case may be) have been complied with. "Discharged" means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by and obligations under the Debt Securities of such series and to have satisfied all the obligations under this Indenture relating to the Debt Securities of such series and the Guarantors shall be deemed to have satisfied all their respective obligations under this Indenture and with respect to the Guarantees relating to such Debt Securities (and the Trustee at the expense of the Issuer shall execute proper instruments acknowledging the same), except (A) the rights of Holders of Debt Securities of such series to receive from the trust fund described in clause (1) above payment of the principal of and any interest on such Debt Securities when such payments are due; (B) the Issuer's obligations with respect to such Debt Securities under Sections 3.04, 3.05, 3.06, 10.02, 10.03 and 14.04; and (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder. SECTION 14.02. Application of Trust Money. The Trustee shall hold in trust money, U.S. Government Obligations and/or Foreign Government Securities deposited with it pursuant to Section 14.01 and apply the deposited money and/or the money from such U.S. Government obligations or from such Foreign Government Securities through any Paying Agent and in accordance with this Indenture to the payment of principal of and any interest on the Debt Securities of such series in the case of a deposit pursuant to Section 14.01. SECTION 14.03. Repayment to Issuer. The Trustees and any Paying Agent promptly shall pay to the Issuer upon Issuer Request any excess money, U.S. Government Obligations and/or Foreign Government Securities held by them at any time with respect to any series of Debt Securities of such Issuer. SECTION 14.04. Indemnity for U.S. Government Obligations and Foreign Government Securities. Each Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign Government Securities or the principal and interest received on such U.S. Government Obligations or Foreign Government Securities deposited in respect of any series of Debt Securities of such Issuer. SECTION 14.05. Reinstatement. If the Trustee or Paying Agent is unable to apply any money, U.S. Government Obligations and/or Foreign Government Securities deposited in trust in accordance with Section 14.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority located within the United States of 83 America and having jurisdiction in the premises, enjoining, restraining or otherwise prohibiting such application (including any such order or judgment requiring the payment of money, U.S. Government Obligations and/or Foreign Government Securities to the Issuer), the obligations of UCC, UFN, Unilever PLC and UNUS, as the case may be, under this Indenture, the Debt Securities of such series and the Guarantees relating to such series shall be revived and reinstated as though no deposit had occurred pursuant to Section 14.01, until such time as the Trustee or Paying Agent is permitted to apply all such money, U.S. Government Obligations and/or Foreign Government Securities in accordance with Section 14.01; provided, however, that if the Issuer or any Guarantor has made any payment of any interest on or principal of any Debt Securities of such series because of the reinstatement of its obligations, such Issuer or such Guarantor, as the case may be, shall be subrogated to the rights of the holders of the Debt Securities of such series to receive such payment from the money, U.S. Government Obligations and/or Foreign Government Securities held by the Trustee pursuant to Section 14.01. SECTION 14.06. Return of Unclaimed Money. Any money deposited with or paid to the Trustee or Paying Agent for payment of the principal of, or any interest on, the Debt Securities of such series and not applied but remaining unclaimed by the holders of the Debt Securities of such series for two years after the date of the Maturity of the Debt Securities of such series or the date fixed for the redemption of all the Outstanding Debt Securities of such series shall be repaid to the Issuer by the Trustee or Paying Agent on demand; and the Holder of any of such Debt Securities shall thereafter look only to the Issuer for any payment which such Holder may be entitled to collect, subject to applicable abandoned property law. ARTICLE XV Conversion of Debt Securities SECTION 15.01. Applicability of Article. The provisions of this Article shall be applicable to any series of Debt Securities designated as convertible pursuant to clause (12) of Section 3.01. SECTION 15.02. Conversion Privilege. Subject to and upon compliance with the provisions of this Article and subject to any applicable fiscal and other laws or regulations, at the option of the Holder thereof, any Debt Security of any series designated as convertible pursuant to clause (12) of Section 3.01 may, at any time specified pursuant to Section 3.01 for Debt Securities of such series (or in case such Debt Security or some portion thereof shall be called for redemption prior to its Stated Maturity, then, with respect to such Debt Security or portion thereof as is so called, until and including, but (if no default is made in making due provision for the payment of the Redemption Price) not after, the close of business on the applicable Redemption Date), be converted at 100 percent of the principal amount of such Debt Security (or portion thereof), into new and/or existing Unilever PLC Shares, as determined by Unilever PLC, credited as fully paid at the conversion price, determined as hereinafter provided, in effect on the date such Debt Security is surrendered for conversion in accordance with Section 15.03 (the "Date of Surrender"). In the absence of any specification with respect to the Debt Securities of any series, such Debt Securities may be converted in whole or in part in multiples of $1,000 principal amount. SECTION 15.03. Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Debt Security to be converted shall surrender such Debt Security to the Issuer at any time during usual business hours at the office or agency designated


84 for such purpose in the applicable Prospectus Supplement, accompanied by a fully executed written notice, with a duplicate original to the Trustee in substantially the form set forth on the reverse of the Debt Security, that the holder elects to convert such Debt Security or a stated portion thereof constituting a multiple of $1,000 principal amount (or such other multiple as may be specified pursuant to Section 3.01), and, in the case of registered Debt Security, if such Debt Security (i) is surrendered for conversion during the period between the close of business on the Regular Record Date for any Interest Payment Date and the opening of business on such Interest Payment Date and (ii) has not been called for redemption on a Redemption Date within such period, accompanied also by payment, by certified or official bank check drawn on a bank located in the United States, of an amount equal to the interest payable on such Interest Payment Date on the principal amount of the Debt Security (or portion thereof) being surrendered for conversion; provided that no such payment need be made if there shall exist on the Date of Surrender a default in the payment of interest on the Debt Securities. Debt Securities surrendered for conversion shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Trustee duly executed by, the Holder or his attorney duly authorized in writing. Debt Securities in bearer form surrendered for conversion must be accompanied by all Coupons maturing subsequent to the date of such conversion failing which the amount of any such missing Coupon or Coupons will be deducted from the principal amount of such Debt Security for the purposes of determining the number of Unilever PLC Shares to be issued upon such conversion. Unless Unilever PLC is the Issuer, the Trustee, upon surrender of a Debt Security by the Holder for conversion and receipt of a fully executed notice of conversion with respect thereto pursuant to this Section, shall make demand on the Issuer, and the Issuer shall pay to the Trustee (which demand and payment, in the case of bearer Debt Securities, shall occur outside the United States of America), in immediately available funds, an amount in pound sterling (based on the noon buying rate on the date of conversion in New York City for cable transfers of pounds sterling, as certified by the Federal Reserve Bank of New York) equal to the initial conversion price specified pursuant to Section 3.01 for Debt Securities of such series or the adjusted conversion price in effect at the date of conversion if an adjustment has been made pursuant to Section 15.06 (the "Subscription Price") multiplied by the number of Unilever PLC Shares deliverable to such Holder upon conversion. Upon receipt of such payment from the Issuer, the Trustee shall demand that Unilever PLC issue or otherwise provide the Trustee with the number of Unilever PLC Shares deliverable upon conversion against payment by the Trustee to Unilever PLC of the Subscription Price per each such Unilever PLC Share, and Unilever PLC hereby agrees promptly to so issue or otherwise provide such Unilever PLC Shares to the Trustee against such payment; in the case of a bearer Debt Security, such demand and issuance or other provision shall occur outside of the United States of America. If Unilever PLC is the Issuer of the Debt Security to be converted, as promptly as practicable on or after the conversion date, Unilever PLC shall issue and shall deliver at such office or agency a certificate or certificates for the number of Unilever PLC Shares issuable upon conversion. As promptly as practicable after the purchase by the Trustee of such Unilever PLC Shares (i) the Trustee shall deliver or cause to be delivered or transferred to such Holder, or on his written order (which delivery, in the case of Unilever PLC Shares delivered or transferred with respect to a bearer debt security, shall occur outside of the United States of America), the number of Unilever PLC Shares deliverable upon the conversion of such Debt Security, duly endorsed or assigned as specified by such Holder and (ii) in the case of conversion of a portion, but less than all, of a Debt Security, the Issuer shall execute, and the Trustee shall authenticate and deliver to 85 the Holder thereof, without charge to him, a Debt Security or Debt Securities of such series in the aggregate principal amount of the unconverted portion of the Debt Security surrendered. Except as otherwise expressly provided in this Section, no payment or adjustment shall be made on conversion of any Debt Security for interest accrued on such Debt Security (or portion thereof so converted) or for dividends or distributions on any Unilever PLC Shares issued upon conversion of any Debt Security. SECTION 15.04. Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Debt Securities. If more than one Debt Security shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be deliverable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Debt Securities so surrendered. If any fractional Unilever PLC Share would, except for the provisions of this Section, be deliverable upon the conversion of any Debt Security or Debt Securities, the Issuer shall make payment in lieu thereof in an amount of United States dollars equal to the value of such fraction computed on the basis of the Closing Price of the Unilever PLC Shares on the last Business Day prior to the Date of Surrender. SECTION 15.05. Conversion Price. The conversion price per Unilever PLC Share deliverable upon conversion of the Debt Securities of any series shall initially be the dollar amount specified pursuant to Section 3.01 for Debt Securities of such series. SECTION 15.06. Adjustment of Conversion Price. The conversion price applicable to the Debt Securities of any series shall be subject to adjustment from time to time as follows: (a) In case Unilever PLC shall (1) pay a dividend or make a distribution to holders of Unilever PLC Shares in Unilever PLC Shares, (2) subdivide its outstanding Unilever PLC Shares into a greater number of shares, (3) combine its outstanding Unilever PLC Shares into a smaller number of shares or (4) issue any shares by reclassification of its Unilever PLC Shares, the conversion price in effect immediately prior to such action shall be adjusted so that the Holder of any Debt Security thereafter surrendered for conversion shall be entitled to receive the number of Unilever PLC Shares which he would have owned or have been entitled to receive immediately following such action had such Debt Security been converted immediately prior thereto. Any adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (e) below, after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination. (b) In case Unilever PLC shall issue rights or warrants to all holders of Unilever PLC Shares entitling them to subscribe for or purchase Unilever PLC Shares at a price per share less than the current market price per Unilever PLC Share (as determined pursuant to subsection (d) below) on the record date mentioned below, the conversion price shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) the conversion price in effect immediately prior to the date of issuance of such rights or warrants by a fraction, of which (2) the numerator shall be (A) the number of Unilever PLC Shares outstanding on the date of issuance of such rights or warrants immediately prior to 86 such issuance, plus (B) the number of shares which the aggregate offering price (in United States dollars) of the total number of shares so offered would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights or warrants and dividing the product so obtained by such current market price), and of which (3) the denominator shall be (A) the number of Unilever PLC Shares outstanding on the date of issuance of such rights or warrants immediately prior to such issuance, plus (B) the number of additional Unilever PLC Shares which are so offered for subscription or purchase. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subsection (e) below, after the record date for the determination of holders entitled to receive such rights or warrants. In determining whether any rights or warrants entitle the holders to subscribe for or purchase Unilever PLC Shares at less than such current market price, and in determining the aggregate offering price of such Unilever PLC Shares, there shall be taken into account any consideration received by Unilever PLC for such rights or warrants, the value of such consideration, if other than cash, to be determined, in good faith, by the Board of Directors of Unilever PLC. (c) In case Unilever PLC shall distribute to all holders of Unilever PLC Shares evidences of indebtedness, equity securities other than Unilever PLC Shares or other assets (other than cash dividends or cash distributions payable out of retained earnings), or shall distribute to all holders of Unilever PLC Shares rights or warrants to subscribe for or purchase any of its securities (other than those referred to in subsection (b) above), then in each such case the conversion price shall be adjusted so that the same shall equal the price determined by multiplying the conversion price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price per Unilever PLC Share (determined as provided in subsection (d) below) on the record date mentioned below less the then fair market value (in United States dollars) (as determined by the Board of Directors of Unilever PLC whose determination shall, if made in good faith, be conclusive) of the portion of the evidences of indebtedness, equity securities or assets so distributed or of such subscription rights or warrants applicable to one Unilever PLC Share and of which the denominator shall be such current market price per Unilever PLC Share (determined as provided in subsection (d) below). Such adjustment shall become effective immediately, except as provided in subsection (e) below, after the record date for the determination of stockholders entitled to receive such distribution. (d) For the purpose of any computation under subsections (b) and (c) above, the current market price per Unilever PLC Share at any date shall be deemed to be the average of the daily Closing Prices on the 5 consecutive Trading Days commencing not more than 20 Trading Days before the date in question. The term "Closing Price" on any Trading Day shall mean (i) the last reported sales price per Unilever PLC Share on such Trading Day on the New York Stock Exchange, as published by or derived from relevant Bloomberg page HP (or any successor ticker page) (setting Last Price, or any other successor setting and using values not adjusted for any event occurring after such dealing day; and for the avoidance of doubt, all values will be determined with all adjustment settings on the DPDF Page, or any successor or similar setting, switched off) (ii) if the 87 Unilever PLC Shares are not listed or admitted for trading on the New York Stock Exchange, the last reported sales price on such other national securities exchange on which the Unilever PLC Shares are admitted for trading as may be designated by the Board of Directors of Unilever PLC for the purposes hereof, or (iii) if the Unilever PLC Shares are not listed or admitted for trading on any national securities exchange, the fair market value on such Trading Day of an Unilever PLC Share as determined in good faith by the Board of Directors of Unilever PLC; and the term "Trading Day" shall mean, with respect to the New York Stock Exchange or any other national securities exchange, any day on which such exchange is open for trading, and with respect to the Financial Industry Regulatory Authority, automated quotation system or any similar system, any day on which trades can be made on such system; provided that with respect to clause (iv) above, "Trading Day" shall mean any Business Day. (e) In any case in which this Section shall require that an adjustment be made immediately following a record date, the Issuer may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Issuer shall, with respect to any Debt Security converted after such record date and before such adjustment shall have become effective (i) defer paying any cash payment pursuant to Section 15.04 and defer paying to the Trustee the Subscription Price referred to in Section 15.03 with respect to the Unilever PLC Shares deliverable upon such conversion in excess of the number of Unilever PLC Shares deliverable thereupon only on the basis of the conversion price prior to adjustment, and (ii) not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 15.04 and pay to the Trustee the Subscription Price referred to in Section 15.03 with respect to the additional Unilever PLC Shares deliverable on such conversion. (f) No adjustment in the conversion price shall be required unless such adjustment would require an increase or decrease of at least one percent in such price per Unilever PLC Share; provided that any adjustments which by reason of this subsection (f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article shall be made to the nearest penny. (g) Whenever the conversion price is adjusted as herein provided, Unilever PLC and UCC (if UCC is an Issuer of any series of Debt Securities the conversion price of which is subject to adjustment hereunder) shall promptly (i) file with the Trustee an Officer’s Certificate setting forth the conversion price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) notify each Holder of Debt Securities as provided in Section 1.06. Anything in this Section to the contrary notwithstanding, Unilever PLC, and UCC (where UCC is an Issuer of any series of Debt Securities issued under this Indenture) shall be entitled to make such reductions in the conversion price, in addition to those required by this Section, as they in their discretion shall determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights or warrants to purchase stock or securities, or distribution of other assets (other than cash dividends) hereafter made by Unilever PLC. to its respective stockholders shall not be taxable to the recipients. (h) The conversion price shall not in any event be reduced to below the nominal or par value of a Unilever PLC Share or be reduced so that on conversion of the


88 Debt Securities, Unilever PLC Shares would fall to be issued in circumstances not permitted by applicable laws or regulations. SECTION 15.07. Continuation of Conversion Privilege in Case of Reclassification, Change, Merger, Consolidation or Sale of Assets. If any of the following shall occur, namely: (a) any reclassification or change of outstanding Unilever PLC Shares issuable upon conversion of the Debt Securities (other than a change in par value, or as a result of a subdivision or combination); (b) any consolidation or merger to which Unilever PLC is a party as a result of which the holders of Unilever PLC Shares shall be entitled to receive stock, other securities or other assets (including, cash) with respect to or in exchange for Unilever PLC Shares; or (c) sale or conveyance of all or substantially all of the assets or business of Unilever PLC as an entirety or substantially as an entirety; then Unilever PLC or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, sale or conveyance, execute and deliver (together with UCC and each other Guarantor) to the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act) providing that the Holder of each Debt Security then outstanding shall have the right to convert such Debt Security into the kind and amount of shares of stock and other securities and assets (including cash) receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of Unilever PLC Shares deliverable upon conversion of such Debt Security immediately prior to such reclassification, change, consolidation, merger, sale or conveyance, assuming such holder of Unilever PLC Shares (i) is not a Person with which Unilever PLC consolidated or into which Unilever PLC merged or which merged into Unilever PLC or to which such sale or transfer was made, as the case may be ("constituent Person"), or an Affiliate of a constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of stock and other securities and assets (including cash) receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of stock and other securities and assets (including cash) receivable upon such consolidation, merger, sale or transfer is not the same for each Unilever PLC Share held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purpose of this Section the kind and amount of stock and other securities and assets (including cash) receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. If, in the case of any such consolidation, merger, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Unilever PLC Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such consolidation, merger, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debt Securities as shall reasonably be necessary by reason of the foregoing. The provisions of this Section shall similarly apply to successive consolidations, mergers, sales or conveyances. 89 Notice of the execution of each such supplemental indenture shall be given to each Holder of Debt Securities in accordance with Section 1.06. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of Debt Securities upon the conversion of their Debt Securities after any such reclassification, change, consolidation, merger, sale or conveyance or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers Certificate of Unilever PLC and UCC (if applicable) (which Unilever PLC and UCC (if applicable) shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. SECTION 15.08. Notice of Certain Events. In case: (a) Unilever PLC shall declare a dividend (or any other distribution) payable to the holders of Unilever PLC Shares otherwise than in cash out of retained earnings; or (b) Unilever PLC shall authorize the granting to the holders of Unilever PLC Shares of rights to subscribe for or purchase any shares of stock of any class or of any other rights; or (c) Unilever PLC shall authorize any reclassification or change of the Unilever PLC Shares (other than a subdivision or combination of the outstanding shares thereof), or any consolidation or merger to which Unilever PLC is a party and for which approval of any stockholders of Unilever PLC is required, or the sale or conveyance of all or substantially all of the property or business or Unilever PLC; or (d) there shall be proposed any voluntary or involuntary dissolution, liquidation or winding-up of Unilever PLC; then, Unilever PLC and UCC (if UCC is an Issuer of any series of Debt Securities hereunder) shall cause to be filed at the office or agency maintained for the purpose of conversion of the Debt Securities as provided in Section 10.02, and shall cause to be given to each Holder of Debt Securities in accordance with Section 1.06, at least 20 days before the date hereinafter specified (or the earlier of the dates hereinafter specified, in the event that more than one date is specified), a notice stating the date on which (1) a record is expected to be taken for the purpose of such dividend, distribution or rights, or if a record is not to be taken, the date as of which the holders of Unilever PLC Shares of record to be entitled to such dividend, distribution or rights are to be determined, or (2) such reclassification, change, consolidation, merger, sale, conveyance, dissolution, liquidation or winding-up is expected to become effective and the date, if any is to be fixed, as of which it is expected that holders of Unilever PLC Shares of record shall be entitled to exchange their Unilever PLC Shares for securities or other property deliverable upon such reclassification, change, consolidation, merger, sale, conveyance, dissolution, liquidation or winding-up. SECTION 15.09. Disclaimer of Responsibility for Certain Matters. Neither the Trustee nor any agent of the Trustee shall at any time be under any duty or responsibility to any Holder of Debt Securities to determine whether any facts exist which may require any adjustment of the conversion price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be 90 employed, in making the same. Neither the Trustee nor any agent of the Trustee shall be accountable with respect to the validity or value (or the kind or amount) of any Unilever PLC Shares, or of any securities or property (including cash), which may at any time be issued or delivered upon the conversion of any Debt Security; and neither the Trustee nor any agent of the Trustee makes any representation with respect thereto. Subject to Section 6.01, neither the Trustee nor any agent of the Trustee shall be responsible for any failure of UCC or Unilever PLC to comply with any of their respective covenants contained in this Article. SECTION 15.10. Return of Funds Deposited for Redemption of Converted Debt Securities. Any funds which at any time shall have been deposited by an Issuer or on its behalf which the Trustee or any other Paying Agent for the purpose of paying the principal of, premium, if any, and interest on any of the Debt Securities and which shall not be required for such purposes because of the conversion of such Debt Securities, as provided in this Article, shall after such conversion be repaid to such Issuer by the Trustee or such other Paying Agent. ARTICLE XVI Subordination of Debt Securities SECTION 16.01. Applicability of Article. The provisions of this Article shall be applicable to any series of Debt Securities designated as subordinated pursuant to clause (19) of Section 3.01. SECTION 16.02. Agreement to Subordinate. UCC, UFN, Unilever PLC and UNUS covenant and agree, and each Holder of Debt Securities and holder of Coupons of any series designated as subordinated pursuant to clause (19) of Section 3.01 issued hereunder, whether upon original issuance or upon transfer, assignment or exchange thereof, by his acceptance thereof likewise covenants and agrees, that, to the extent and in the manner herein set forth, all indebtedness evidenced by the Debt Securities of such series and the Coupons appertaining thereto and the payment of principal (and premium, if any) and any interest on such Debt Securities and the Coupons appertaining thereto and sums payable with respect to conversion, if applicable, are hereby made expressly subordinate and subject in right of payment to the prior payment in full of all Senior Debt of the Issuer of such series of Debt Securities, and the obligations of each Guarantor evidenced by the Guarantees shall be subordinate and subject in right of payment to the prior payment in full of all Senior Debt of such Guarantor. SECTION 16.03. Payments by an Issuer to Holders. In the event and during the continuation of any default in the payment of any Senior Debt of an Issuer of any series of Debt Securities designated as subordinated pursuant to clause (19) of Section 3.01 continuing beyond the period of grace, if any, specified in the instrument evidencing such Senior Debt, then, unless and until such event shall have been cured or waived or shall have ceased to exist, no payment shall be made by such Issuer with respect to the principal of, premium, if any, or interest on the Debt Securities of such series, or with respect to any amounts payable by such Issuer upon conversion of the Debt Securities of such series, if any, pursuant to Section 15.03 or as a sinking fund for the Debt Securities of any series, except sinking fund payments made by the acquisition of Debt Securities under Section 12.02 prior to the happening of such default and payments made pursuant to Articles IV or XIV hereof from moneys deposited with the Trustee pursuant thereto prior to the happening of such default. 91 Upon any payment or distribution of assets of an Issuer of such subordinated Debt Securities of any kind or character, whether in cash, property or securities (as such phrase is defined in Section 16.04), to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of such Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt of such Issuer shall first be paid in full, or payment thereof provided for in accordance with its terms, before any payment is made on account of the principal of, premium, if any, or interest on the Debt Securities of any series designated as subordinated pursuant to clause (19) of Section 3.01 (except payments made pursuant to Articles IV or XIV from moneys deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganization) or on account of any amounts payable by such Issuer upon conversion of any Debt Securities pursuant to Section 15.03, and upon any such dissolution or winding-up or liquidation or reorganization any payment or distribution of assets of such Issuer of any kind or character, whether in cash, property or securities, to which the Holders of Debt Securities or holders of Coupons of any such series or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall (except as aforesaid) be paid by such Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of Debt Securities or holders of Coupons of any such series or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt of such Issuer (pro rata to such holders on the basis of the respective amounts of such Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt, before any payment or distribution is made to the Holders of any series of subordinated Debt Securities or holders of Coupons of any such series or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of such Issuer of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the Holders of subordinated Debt Securities or holders of Coupons of any such series of subordinated Debt Securities before all Senior Debt of such Issuer is paid in full or provision is made for such payment in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt of such Issuer remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. SECTION 16.04. Payments by Guarantors to Holders. In the event and during the continuation of any default in the payment of any Senior Debt of any Guarantor continuing beyond the period of grace, if any, specified in the instrument evidencing such Senior Debt, then, unless and until such event shall have been cured or waived or shall have ceased to exist, no payment shall be made by such Guarantor with respect to the principal of, premium, if any, or interest on the Debt Securities of any series designated as subordinated pursuant to clause (19) of Section 3.01, or with respect to any amounts payable by the Issuer upon conversion of the Debt Securities of any such series pursuant to Section 15.03 or as a sinking fund for the Debt Securities of any such series, except sinking fund payments made by the acquisition of Debt Securities under Section 12.02 prior to the happening of such default and payments made


92 pursuant to Articles IV or XIV hereof from moneys deposited with the Trustee pursuant thereto prior to the happening of such default. Upon any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt of such Guarantor shall first be paid in full, or payment thereof provided for in accordance with its terms, before any payment is made on account of the principal of, premium, if any, or interest on the Debt Securities of any series designated as subordinated pursuant to clause (19) of Section 3.01 (except payments made pursuant to Articles IV or XIV from moneys deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganization) or on account of any amounts payable by the Issuer upon conversion of any Debt Securities pursuant to Section 15.03, and upon any such dissolution or winding-up or liquidation or reorganization any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of Debt Securities or holders of Coupons of any such series of subordinated Debt Securities or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall (except as aforesaid) be paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of Debt Securities or holders of Coupons of any such series or by the Trustee under this Indenture if received by them or it, directly to the holders of such Senior Debt (pro rata to such holders on the basis of the respective amounts of such Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt, before any payment or distribution is made to the Holders of subordinated Debt Securities or holders of Coupons of any such series of subordinated Debt Securities or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the Holders of subordinated Debt Securities or holders of Coupons of any such series of subordinated Debt Securities before all Senior Debt of such Guarantor is paid in full or provision is made for such payment in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt of such Guarantor remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. SECTION 16.05. "Cash, Property or Securities" For purposes of this Article, the words "cash, property or securities", when used with reference to UCC, UFN, Unilever PLC or UNUS shall not be deemed to include shares of stock of UCC, UFN, Unilever PLC or UNUS as reorganized or readjusted, or securities of UCC, UFN, Unilever PLC or UNUS or any other corporation provided for by a plan or reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article with respect to the applicable series of 93 Debt Securities) to the payment of all Senior Debt of UCC, UFN, Unilever PLC or UNUS which may at the time be outstanding; provided, however, that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes such Senior Debt (other than leases, which need not be thus assumed), and (ii) the rights of the holders of such Senior Debt (other than leases which are not assumed by UCC, UFN, Unilever PLC or UNUS or by the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of UCC, UFN, Unilever PLC or UNUS with, or the merger of UCC, UFN, Unilever PLC or UNUS into, another corporation or the liquidation or dissolution of UCC, UFN, Unilever PLC or UNUS following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article VIII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article VIII. Nothing in this Section shall apply to claims of, or payment to, the Trustee under or pursuant to Section 6.07. This Section shall be subject to the further provisions of Section 16.08. SECTION 16.06. Subrogation of Debt Securities. Subject to the payment in full of all Senior Debt of UCC, UFN, Unilever PLC and UNUS, the Holders of subordinated Debt Securities and holders of Coupons of any such series shall be subrogated to the rights of the holders of such Senior Debt to receive payments or distributions of cash, property or securities of the Issuer applicable to the Senior Debt of the Issuer, or of any Guarantor applicable to the Senior Debt of such Guarantor, until the principal of, premium, if any, and interest on the Debt Securities of such series shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of any such Senior Debt of any cash, property or securities to which the Holders of subordinated Debt Securities or holders of Coupons of any such series or the Trustee on their behalf would be entitled except for the provisions of this Article, and no payment over pursuant to the provisions of this Article to the holders of such Senior Debt by Holders of subordinated Debt Securities or holders of Coupons of any such series or the Trustee on their behalf shall, as among UCC, UFN, Unilever PLC and UNUS, the creditors of UCC, UFN, Unilever PLC and UNUS (other than holders of Senior Debt of UCC, UFN, Unilever PLC or UNUS), and the Holders of subordinated Debt Securities and holders of Coupons of any such series, be deemed to be a payment by UCC, UFN, Unilever PLC or UNUS to or on account of the Debt Securities of any series. It is understood that the provisions of this Article are intended solely for the purpose of defining the relative rights of the Holders of the subordinated Debt Securities and holders of Coupons appertaining thereto, on the one hand, and the holders of the Senior Debt of UCC, UFN, Unilever PLC and UNUS on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Debt Securities of any series is intended to or shall impair, as among UCC, UFN, Unilever PLC, UNUS, the creditors of UCC, UFN, Unilever PLC and UNUS (other than the holders of Senior Debt of UCC, UFN, Unilever PLC or UNUS), and the Holders of subordinated Debt Securities and holders of Coupons of any such series, the obligation of any Issuer, which is absolute and unconditional, to pay to the Holders of subordinated Debt Securities or holders of Coupons of any such series the principal of (and premium, if any) and any interest on the Debt Securities of such series, and the Subscription Price in respect thereof, as and when the same shall become due and payable in accordance with their terms, or the guarantee of such obligation by any Guarantor, which is also absolute and unconditional and which, subject to the rights hereunder of the holders of Senior Debt of such Guarantor, is intended to rank equally with all other general obligations of such Guarantor, or is intended to or shall affect the relative rights of the Holders of Debt Securities or holders of Coupons of any series and creditors of UCC, UFN, Unilever PLC and UNUS (other than 94 the holders of the Senior Debt of UCC, UFN, Unilever PLC or UNUS), nor shall anything herein or therein prevent the Holder of any subordinated Debt Security, the holder of any Coupon appertaining thereto or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Debt of UCC, UFN, Unilever PLC or UNUS in respect of cash, property or securities of UCC, UFN, Unilever PLC or UNUS received upon the exercise of any such remedy. Upon any payment or distribution of assets of UCC, UFN, Unilever PLC or UNUS, as the case may be, referred to in this Article, the Trustee, subject to the provisions of Section 6.01, the Holders of the subordinated Debt Securities of any series and the holders of any Coupons appertaining thereto shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of the Debt Securities and holders of Coupons of any series, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt of UCC, UFN, Unilever PLC or UNUS and other indebtedness of UCC, UFN, Unilever PLC or UNUS, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. SECTION 16.07. Authorization by Holders. Each Holder of a Debt Security and holder of a Coupon of any series designated as subordinated pursuant to clause (19) of Section 3.01 by his acceptance thereof authorizes the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article with respect to such series and appoints the Trustee his attorney-in-fact for any and all such purposes. SECTION 16.08. Notice to Trustee. Each of UCC, UFN, Unilever PLC and UNUS agrees to give prompt written notice to the Trustee and to any Paying Agent of any fact known to UCC, UFN, Unilever PLC or UNUS, as the case may be, which would prohibit the making of any payment of moneys to or by the Trustee or any Paying Agent in respect of the Debt Securities of any series pursuant to the provisions of this Article. Regardless of anything to the contrary contained in this Article or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt of UCC, UFN, Unilever PLC or UNUS or of any default or event of default with respect to any such Senior Debt or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee, unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an officer of UCC, UFN, Unilever PLC or UNUS, or by a holder or agent of a holder of any such Senior Debt who shall have been certified to the reasonable satisfaction of the Trustee to be such holder or agent, or by the trustee under any indenture pursuant to which any such Senior Debt shall be outstanding, and, prior to the receipt of any such written notice, the Trustee shall, subject to Section 6.01, be entitled to assume that no such facts exist; provided, however, that if on a date at least three Business Days prior to the date upon which by the terms hereof any such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or any interest on any Debt Securities of any series) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. 95 Regardless of anything to the contrary herein, nothing shall prevent (a) any payment by an Issuer or the Trustee to the Holders of Debt Securities of any series of amounts in connection with a redemption of Debt Securities of such series if (i) notice of such redemption has been given pursuant to Article XI prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the Redemption Date, or (b) any payment by the Trustee to the Holders of Debt Securities of any series of amounts deposited with it pursuant to Sections 4.01 or 14.01 subject to Sections 16.04 and 16.05. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Debt of UCC, UFN, Unilever PLC or UNUS (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of such Senior Debt or a trustee on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. SECTION 16.09. Trustee's Relation to Senior Debt. The Trustee and any agent of UCC, UFN, Unilever PLC, UNUS or the Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Debt of UCC, UFN, Unilever PLC or UNUS which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Debt of UCC, UFN, Unilever PLC or UNUS, and nothing in Section 6.13 or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of UCC, UFN, Unilever PLC or UNUS, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt and, subject to the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, UCC, UFN, Unilever PLC or UNUS or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwise. SECTION 16.10. No Impairment of Subordination. No right of any present or future holder of any Senior Debt of UCC, UFN, Unilever PLC or UNUS to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of UCC, UFN, Unilever PLC or UNUS or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by UCC, UFN, Unilever PLC or UNUS with the terms,


96 herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of UCC, UFN, Unilever PLC or UNUS or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by UCC, UFN, Unilever PLC or UNUS with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with. • • • This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, UCC, UFN, Unilever PLC, UNUS and the Trustee have caused this Indenture to be duly executed, all as of the day and year first above written. UNILEVER CAPITAL CORPORATION, by: Name: Title: 99 UNILEVER UNITED STATES, INC., by: Name: Title: THE BANK OF NEW YORK MELLON, by: Name: Title:



a23secondamendedandresta

Second Amended and Restated Deposit Agreement, dated as of July 1, 2014 SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT by and among UNILEVER PLC AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as ofJuly 1, 2014 EXECUTION VERSION















a24descriptionofsecuriti

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of 31 December 2019, Unilever Pie ("PLC", "we", "our'' and "us") had the following securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"): Name of ea ch exch a ng e on _Ti_tl _e _of_ e_a _ch_ c_ la_ s_s _______________________ Tra ding symbols whi ch regist ered Ordinary shares, nominal value of 3 1/9 pence per share ULVR New York Stock Exchange* American Shares (evidenced by Depositary Receipts) each representing one UL New York Stock Exchange ordinary share of the nominal amount of 3 1/9p each * Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission. Our ordinary shares, nominal value of 3 1/9 pence ("PLC Ordinary Shares"), are listed on the premium segment of the main market of the London Stock Exchange pie (the "LSE"). PLC American Depositary Shares ("PLC ADSs") are available through an American Depositary Receipt program established pursuant to a deposit agreement (the "Deposit Agreement") that we entered into with Deutsche Bank Trust Company Americas, as depositary (the "Depositary"). PLC ADSs, each representing one PLC Ordinary Share, are listed on the New York Stock Exchange, traded under the symbol UL, and are registered under Section 12(b) of the Exchange Act. In connection with this listing (but not for trading), the PLC Ordinary Shares are registered under Section 12(b) of the Exchange Act. The following contains a description of the rights of (i) holders of the PLC Ordinary Shares and (ii) PLC ADS holders. The following summary is subject to and qualified in its entirety by PLC's Articles of Association and by English law. This is not a summary of all the significant provisions of the Articles of Association or of English law and does not purport to be complete. Capital terms used but not defined herein have the meanings given to them in PLC's Annual Report on Form 20-F for the fiscal year ended December 31, 2019 and in the Deposit Agreement, which is an exhibit to our registration statement on Form F-6 filed with the SEC on June 24, 2014. PLC Ordinary Shares Item 9.A.3 Pre-emptive rights Under English law, PLC is not permitted to allot shares for cash without first offering those shares to existing shareholders in proportion to their existing holdings. However, at each AGM PLC is granted shareholder approval to allot shares up to a value that represents one third of PLC's issued ordinary share capital and to disapply pre-emption rights for share allotments that represent 10% of PLC's total issued ordinary share capital. The 10% authority is split so that 5% is a disapplication for allotments for general corporate purposes and the other 5% is for allotments made in connection with financing an acquisition or other capital investment. Item 9.A.5 Type and class of securities PLC Ordinary Shares are listed on the London Stock Exchange and have a nominal value of 3 1/9 pence each. All PLC Ordinary Shares are issued in registered form. As at December 31, 2019, the total number of outstanding PLC Ordinary Shares was 1,168,530,650.




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a43unileveramendedandres

DB1/ 70794410.14 UNILEVER NORTH AMERICA OMNIBUS EQUITY COMPENSATION PLAN As Amended and Restated as of November 29, 2022 The Unilever North America Omnibus Equity Compensation Plan (the “Plan”) has been established to allow Unilever PLC and its subsidiaries to implement the Unilever global share schemes (“Unilever Global Share Schemes”) that are approved from time to time by the Board of Directors (the “Unilever Board”) and shareholders of Unilever PLC in North America. The Plan is maintained for the benefit of eligible employees of Unilever United States, Inc., Unilever Canada Inc., Unilever de Puerto Rico, Inc., their subsidiaries and other designated entities. The purpose of the Plan is to provide designated employees with the opportunity to receive grants of performance shares, phantom shares, stock awards, stock options, and other awards payable in, based upon or otherwise related to shares of Unilever PLC (“Unilever” or the “Parent Corporation”), which is the corporate parent of Unilever United States, Inc., Unilever Canada Inc. and Unilever de Puerto Rico, Inc. and their affiliates (together with Unilever, the “Unilever Group”). The Plan also provides for the deferral of compensation pursuant to the Unilever United States Deferred Compensation Plan. The Plan was established effective as of November 14, 2002 as the Unilever North America 2002 Omnibus Equity Compensation Plan (the “2002 Plan”) and was a successor to the Unilever North America 1992 Stock Option Plan, as amended, the Unilever North America 2001 Omnibus Stock Plan, the Unilever North America Performance Share Plan, and the Amended and Restated Unilever North America Share Bonus Plan (collectively, the “Prior Plans”). The Prior Plans were merged into the 2002 Plan as of November 14, 2002. Outstanding grants under the Prior Plans continued in effect according to their terms as in effect on the effective date (subject to such amendments as the Committee determines, consistent with the Prior Plans), and the Shares with respect to outstanding grants under the Prior Plans are distributable under this Plan. The Plan was amended and restated effective as of November 1, 2012 to change the name of the Plan to the “Unilever North America Omnibus Equity Compensation Plan,” eliminate the term of the Plan, and make other appropriate changes. DB1/ 70794410.14 2 The Plan was amended and restated as of November 29, 2020 to make appropriate changes in light of Unilever’s unification that restructured the company’s corporate parent structure. The Plan is hereby amended and restated as of November 29, 2022 to make appropriate changes to increase the number of shares that may be issued or transferred under the Plan and to authorize the issuance of newly issued shares under the Plan. The amended and restated Plan shall apply to Grants (as defined below) made after the effective date of the restatement. The Plan is intended to provide incentives to designated Unilever Group employees to increase their efforts on behalf of the Unilever Group and their proprietary interests in Unilever, thus further aligning their interests with those of other shareholders of Unilever. 1. ADMINISTRATION (a) Committee. The Plan shall be administered and interpreted by the North America Compensation Committee or another committee appointed by the Board of Directors of Unilever United States, Inc. (the “Committee”). The Committee will take actions based on similar actions of the Unilever Board or the Remuneration Committee of the Unilever Board under the applicable Unilever Global Share Scheme, where appropriate. (b) Committee Authority. The Committee shall have the sole discretionary authority to (i) determine the Employees to whom Grants shall be made under the Plan, (ii) determine the type, size and terms of the Grants to each such individual, (iii) determine the time when Grants will be made and the duration of any applicable restrictions and conditions, including performance conditions, where appropriate, (iv) require confidentiality, non-solicitation, non- competition and other covenants as a condition of Grants, where appropriate, (v) amend the terms of any previously issued Grant, (vi) establish guidelines pursuant to which Grants shall be made, (vii) determine whether performance conditions have been met and make any appropriate adjustments with respect to performance conditions and the amounts payable upon satisfaction of performance conditions, and (viii) deal with any other matters arising under the Plan. The Committee may delegate its authority under the Plan, including its ability to determine the type, size and terms of grants to Employees, to one or more sub-committees or individuals, as the Committee deems appropriate and to the extent allowed by applicable law. To the extent that the DB1/ 70794410.14 3 Committee delegates its authority under the Plan, references in the Plan to the “Committee” shall be deemed to include the sub-committee or individuals to whom the Committee has delegated authority. (c) Committee Determinations. The Committee shall have full power and express discretionary authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules, regulations, guidelines, agreements and instruments for implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion. The Committee’s interpretations of the Plan and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any awards granted hereunder. All powers of the Committee shall be executed in its sole discretion, in the best interest of the Unilever Group, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals. 2. GRANTS AND AUTHORIZED SHARES (a) Grants. Awards under the Plan may consist of grants of (i) performance shares or phantom shares as described in Section 4 (“Performance Shares” and “Phantom Shares”), (ii) stock awards as described in Section 5 (“Stock Awards”), (iii) stock options as described in Section 6 (“Options”), and (iv) other awards as described in Section 7 (“Other Awards”) (collectively referred to as “Grants”). All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with this Plan as the Committee deems appropriate and as are specified in writing by the Committee to the individual in an award letter, summary of award terms or other award communication (the “Grant Terms”) established by the Committee for the particular type of Grant. All Grants shall be made conditional upon the Participant’s acknowledgement, in writing or by acceptance of the Grant, that all decisions and determinations of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under such Grant. The Committee shall approve the form and provisions of each Grant. (b) Authorized Shares. The shares awarded under the Plan shall consist of Ordinary Shares of Unilever (“Unilever Ordinary Shares”) and American Shares of Unilever, evidenced DB1/ 70794410.14 4 by Depositary Receipts issued in New York (each representing one Ordinary Share of Unilever) (“Unilever ADRs”) (collectively referred to as “Shares”). (c) Shares Reserved. Subject to adjustment as described in Section 3(c) below, the aggregate number of Shares that may be transferred under the Plan is 117,900,000 Unilever ADRs and 3,000,000 Unilever Ordinary Shares. The aggregate Share numbers include Shares distributable with respect to outstanding Grants under the 2002 Plan as of the effective date of the 2012 restatement of the Plan. (d) Shares Authorized for Grants. The Shares to be transferred under the Plan may be authorized but unissued Shares, treasury Shares or other reacquired Shares, including Shares purchased by a Unilever Group member on the open market for purposes of the Plan, as determined by Unilever. If any Grants made under this Plan or a Prior Plan are forfeited or expire or are terminated unexercised, the Shares subject to such Grants shall be available for purposes of the Plan. Shares surrendered in payment of the exercise price of an Option, and shares withheld or surrendered for payment of taxes with respect to any Grant, shall be available for re-issuance under the Plan. To the extent that Grants are designated in the Grant Terms to be paid in cash, and not in Shares, the Grants shall not count against the share limits under the Plan. (e) Adjustments. If there is any change in the number or kind of Shares outstanding (i) by reason of a share dividend, spinoff, recapitalization, share split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Shares as a class without Unilever’s receipt of consideration, or if the value of outstanding Shares is substantially reduced as result of a spinoff or Unilever’s payment of any extraordinary dividend or distribution, the maximum number of Shares available for issuance under the Plan, the kind and number of Shares covered by outstanding Grants, the kind and number of Shares to be issued or issuable under the Plan, and the price per Share or the applicable market value of such Grants shall be equitably adjusted by the Committee to reflect any increase or decrease in the number of, or change in the kind or value of, issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under the Plan and such outstanding Grants; provided, however, that any fractional shares resulting from


DB1/ 70794410.14 5 such adjustment shall be eliminated. Any adjustments to outstanding Grants shall be consistent with the requirements of the applicable Unilever Global Share Scheme, as the Committee deems appropriate, and shall be consistent with Sections 409A and 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable. The adjustments of Grants under this Section 2(e) shall include adjustment of Shares, exercise price of Options, performance conditions or other terms and conditions, as the Committee deems appropriate. Any adjustments determined by the Committee shall be final, binding and conclusive. 3. ELIGIBILITY FOR PARTICIPATION (a) In General. Except as otherwise determined by the Committee, all employees of the Unilever Group (“Employees”), including employees who are officers or directors of Unilever or any Unilever subsidiary, shall be eligible to receive Grants under the Plan. For purposes of the Plan, the term “Employee” shall mean common law employees as determined by the Unilever Group, and shall not include an independent contractor or any other person who is not treated by a Unilever Group member as an employee for purposes of the withholding of United States Federal employment taxes or the withholding of employment-related taxes under the laws of another taxing authority, regardless of any contrary governmental or judicial determination relating to such employment status or tax withholding. If a person described in the preceding sentence is subsequently reclassified or determined to be an employee by the Internal Revenue Service, any other governmental agency or authority, or a court, or if a Unilever Group member is required to reclassify such an individual as an employee as a result of such reclassification or determination (including any reclassification by a Unilever Group member in settlement of any claim or action relating to such individual’s employment status), such individual will not become eligible to receive Grants under the Plan by reason of such reclassification or determination, unless otherwise determined by the Committee on a prospective basis. (b) Selection of Participants. The Committee shall select the Employees to receive Grants and shall determine the number of Shares subject to a particular Grant in such manner as the Committee determines. Employees who receive Grants under this Plan shall hereinafter be referred to as “Participants.” DB1/ 70794410.14 6 4. PERFORMANCE SHARES AND PHANTOM SHARES The Committee may grant Performance Shares or Phantom Shares to an Employee upon such terms as the Committee deems appropriate. (a) Number and Type of Shares. The Committee shall determine the number and type of Shares to which Performance Shares or Phantom Shares shall relate or that may be issued or transferred pursuant to Performance Shares or Phantom Shares. (b) Performance Share and Phantom Share Provisions. Each Performance Share or Phantom Share shall represent the right of the Participant to receive an amount based on the fair market value of a Share, the appreciation in fair market value of a Share or such other measurement as the Committee deems appropriate, if the conditions (if any) established by the Committee are met. The Committee shall determine (i) the terms and conditions of each Performance Share or Phantom Share, including any applicable performance conditions, (ii) whether Performance Shares or Phantom Shares will be payable in cash, in Shares or in a combination of the two, and (iii) any other requirements with respect to Performance Shares or Phantom Shares as the Committee deems appropriate. 5. STOCK AWARDS The Committee may grant a Stock Award to an Employee upon such terms as the Committee deems appropriate. (a) Number and Type of Shares. The Committee shall determine the number and type of Shares to be issued or transferred pursuant to a Stock Award. (b) Stock Award Provisions. The Committee may grant Stock Awards for consideration or for no consideration, and subject to restrictions or no restrictions, as determined by the Committee. The Committee may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of performance conditions. The Committee shall determine any other requirements, conditions and restrictions with respect to Stock Awards as the Committee deems appropriate. DB1/ 70794410.14 7 (c) Right to Vote and to Receive Dividends. The Committee shall determine whether the Participant shall have the right to vote the Shares covered by Stock Awards and the extent to which the Participant may receive any dividends or other distributions paid on such Shares. 6. OPTIONS The Committee may grant an Option to an Employee upon such terms as the Committee deems appropriate. Options shall be nonqualified stock options for United States tax purposes. (a) Number and Type of Shares. The Committee shall determine the number and type of Shares that will be subject to each Grant of Options. (b) Option Provisions. The exercise price of an Option shall be determined by the Committee and shall be equal to or greater than the fair market value of a Share on the date the Option is granted. The Committee shall determine (i) when and under what conditions the Option may be exercised, (ii) the periods during which the Option may be exercised, and (iii) any other restrictions, conditions and requirements with respect to the Option as the Committee deems appropriate. (c) Exercise of Options. A Participant may exercise an Option that has become exercisable, in whole or in part, by delivering a notice of exercise to such person or entity as the Committee shall designate. The Participant shall pay the exercise price in a manner authorized by the Committee, which may include payment in any of the following forms approved by the Committee: (i) in cash, (ii) by delivering Shares owned by the Participant and having a fair market value on the date of exercise equal to the exercise price or by attestation to ownership of Shares having an aggregate fair market value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) by net exercise, or (v) by such other method as the Committee may approve. Payment for the Shares pursuant to the Option, and any required withholding taxes, must be received by the time specified by the Committee depending on the type of payment being made, but in all cases prior to the issuance of the Shares. 7. OTHER AWARDS The Committee may grant to Employees Other Awards that are payable in Shares or DB1/ 70794410.14 8 cash, based upon or otherwise related to Shares, including stock appreciation rights and other rights, on such terms and conditions as the Committee deems appropriate. The Committee shall determine (i) the amount and value of such Other Awards, (ii) the type of Shares to which Other Awards will relate, (iii) whether Other Awards will be payable in cash, in Shares or in a combination of the two, and (iv) such other terms, conditions and requirements as the Committee deems appropriate. 8. DIVIDEND EQUIVALENTS When the Committee grants Performance Shares, Phantom Shares or Other Awards (other than stock appreciation rights), the Committee may grant Dividend Equivalents in connection with such Grants under such terms and conditions, including performance conditions, as the Committee deems appropriate. A “Dividend Equivalent” is an amount determined by multiplying the number of Shares subject to a Grant by the per-Share cash dividend, or the per- share fair market value (as determined by the Committee) of any dividend in consideration other than cash, paid by Unilever on its Shares. Dividend Equivalents may be paid to Employees currently or may be deferred, consistent with Section 409A of the Code, as determined by the Committee. All Dividend Equivalents that are not paid currently shall be credited to book accounts on Unilever’s records for purposes of the Plan. Dividend Equivalents may be accrued as a cash obligation, or may be converted to additional Performance Shares, Phantom Shares or Shares of Other Awards for the Employee, as determined by the Committee. Unless otherwise specified by the Committee, deferred Dividend Equivalents will not accrue interest. Dividend Equivalents may be payable in cash or Shares or in a combination of the two, as determined by the Committee.


DB1/ 70794410.14 9 9. DEFERRALS The Committee may permit or require a Participant to defer receipt of the payment of cash or the delivery of Shares and other amounts that would otherwise be due to such Participant in connection with any Grant other than Options or Other Awards in the form of stock appreciation rights. 10. TRANSFERABILITY OF GRANTS Except as the Committee may otherwise determine, only the Participant may exercise rights under a Grant during the Participant’s lifetime. A Participant may not transfer rights with respect to a Grant except by will or by the laws of descent and distribution or as permitted by the Committee in accordance with applicable law. When a Participant dies, the personal representative or other person entitled to succeed to the rights of the Participant may exercise such rights in accordance with their terms. Such personal representative or other person must furnish proof satisfactory to the Committee of his or her right to exercise an Option or receive payment with respect to any Grant under the Participant’s will or under the applicable laws of descent and distribution. 11. LIMITATIONS ON TRANSFER OF SHARES No Shares shall be transferred in connection with any Grant unless and until all legal requirements and Unilever policies applicable to the transfer of such Shares have been complied with to the satisfaction of the Committee. The Committee shall have the right to condition any Grant on the Participant’s undertaking in writing to comply with such restrictions on his or her subsequent disposition of such Shares as the Committee shall deem necessary or advisable. Shares transferred under the Plan will be subject to such stop-transfer orders, legends and other restrictions as the Committee deems appropriate, including restrictions required by applicable laws, regulations and interpretations. 12. WITHHOLDING OF TAXES (a) Required Withholding. All Grants under the Plan shall be subject to applicable United States, Canada, Puerto Rico or other country, state or province and local income tax and social security withholding requirements. The Participant’s employer shall have the right to DB1/ 70794410.14 10 deduct from all Grants paid in Shares or cash, or from other wages paid to the Participant, any taxes required by law to be withheld with respect to such Grants. In the case of Grants paid in Shares, the Participant or other person receiving Shares or exercising Options may be required to pay to the appropriate representative of the Unilever Group the amount of any taxes that such employer is required to withhold with respect to such Grants, or the Participant’s employer may deduct from other wages payable to the Participant the amount of any withholding taxes due with respect to such Grants. (b) Election to Withhold Shares. The Committee may determine that the employer’s tax withholding obligation with respect to Grants paid in Shares shall be satisfied by having Shares withheld, at the time such Grants become taxable, or the Committee may allow Participants to elect to have such share withholding applied to particular Grants. For any Grants that are subject to U.S. GAAP financial accounting rules, Shares may be withheld up to an amount that does not exceed the minimum applicable withholding tax rate for U.S. Federal state and local tax liabilities. The election must be in a form and manner prescribed by the Committee and may be subject to the prior approval of the Committee. 13. CHANGE OF CONTROL (a) Change of Control Terms. The Committee may establish such terms for Grants, and may take actions as described below, in the event of a Change of Control (as defined below) or other corporate transaction as the Committee deems appropriate and consistent with the applicable Unilever Global Share Scheme. (b) Assumption of Grants. Upon a Change of Control where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), unless the Committee determines otherwise, all outstanding Options that are not exercised shall be assumed by, or replaced with comparable options by, the surviving corporation (or a parent or subsidiary of the surviving corporation), and other Grants that remain outstanding after the Change of Control shall be converted to similar Grants of the surviving corporation (or a parent or subsidiary of the surviving corporation). (c) Other Alternatives. Notwithstanding the foregoing, in the event of a Change of Control, the Committee may take any of the following actions with respect to any or all DB1/ 70794410.14 11 outstanding Grants, without the consent of any Participant: (i) the Committee may determine that the vesting of Grants shall automatically accelerate and that Options shall become fully exercisable, (ii) the Committee may require that Participants surrender their outstanding Options in exchange for a payment by the Company, in cash or Shares as determined by the Committee, in an amount equal to the amount, if any, by which the then fair market value of the Shares subject to the Participant’s unexercised Options exceeds the exercise price, (iii) after giving Participants an opportunity to exercise their outstanding Options, the Committee may terminate any or all unexercised Options at such time as the Committee deems appropriate, and (iv) with respect to Participants holding Stock Awards, Performance Shares, Phantom Shares or Other Awards, the Committee may determine that such Participants shall receive a payment in settlement of such Grants in such amount and form as may be determined by the Committee. Such surrender or termination shall take place as of the date of the Change of Control or such other date as the Committee may specify. Without limiting the foregoing, if the per share fair market value of the Shares does not exceed the per share exercise price, Unilever shall not be required to make any payment to the Participant upon surrender of the Option. (d) Change of Control. Unless otherwise determined by the Committee, a “Change of Control” shall be deemed to have occurred if, with respect to Unilever: (i) Any “person” (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Parent Corporation representing more than 50% of the voting power of the then outstanding securities of the Parent Corporation; provided that a Change of Control shall not be deemed to occur as a result of a transaction in which the Parent Corporation becomes a subsidiary of another corporation and in which the shareholders of the Parent Corporation immediately prior to the transaction will beneficially own, immediately after the transaction, shares entitling such shareholders to more than 50% of all votes to which all shareholders of the new parent corporation would be entitled in the election of directors; or (ii) The consummation of (i) a merger or consolidation of the Parent Corporation with another corporation where the shareholders of the Parent Corporation DB1/ 70794410.14 12 immediately prior to the merger or consolidation will not beneficially own, immediately after the merger or consolidation, shares entitling such shareholders to more than 50% of all votes to which all shareholders of the surviving corporation would be entitled in the election of directors, (ii) a sale or other disposition of all or substantially all of the assets of the Parent Corporation or (iii) a liquidation or dissolution of the Parent Corporation. 14. AMENDMENT AND TERMINATION OF THE PLAN (a) Amendment or Termination of Plan. The Committee may amend or terminate the Plan at any time. (b) Termination and Amendment of Outstanding Grants. A termination or amendment of the Plan that occurs after a Grant is made shall not materially impair the rights of the Participant unless the Participant consents or unless the Committee acts under Section 15(c). The termination of the Plan shall not impair the power and authority of the Committee with respect to an outstanding Grant. Whether or not the Plan has terminated, an outstanding Grant may be terminated or amended under Section 15(c) or may be amended by agreement of the Committee (or its delegate) and the Participant consistent with the Plan. 15. MISCELLANEOUS PROVISIONS (a) Grants in Connection with Corporate Transactions and Otherwise. Nothing contained in the Plan shall be construed to (i) limit the right of the Committee to make Grants under the Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or assets of any corporation, firm or association, including Grants to employees thereof who become Employees of a member of the Unilever Group or for other proper corporate purposes, or (ii) limit the right of any member of the Unilever Group to grant stock options or make other awards outside of the Plan. Without limiting the foregoing, the Committee may make a Grant to an employee of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization or liquidation involving a member of the Unilever Group in substitution for a stock option or other grant made by such corporation. The terms and conditions of the substitute grants may vary from the terms and conditions required by the Plan and from those of the substituted stock incentives. The Committee shall prescribe the provisions of the substitute grants.


DB1/ 70794410.14 13 (b) Clawback and Other Policies. All Grants under the Plan shall be subject to forfeiture or recoupment in accordance with the terms of any applicable clawback or recoupment policy adopted by the Unilever Board from time to time and any applicable malus, clawback or recoupment terms of an applicable Unilever global equity plan, including without limitation, if applicable, Rule 9 of the Unilever Share Plan 2017, as in effect from time to time, and all Grants shall be subject to the Unilever Share Dealing Code and other applicable Unilever policies. (c) Compliance with Law. The Plan and the obligations of the Unilever Group to transfer Shares shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required. The Committee may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory government regulation. (d) Funding of the Plan. The Plan shall be unfunded. The Committee shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Grants under the Plan. (e) Rights of Participants. Nothing in the Plan shall entitle any Employee or other person to any claim or right to be awarded a Grant under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained by or in the employ of any member of the Unilever Group or any other employment rights. (f) Governing Documents. The Plan and the Grant Terms shall be the controlling documents. No other statements, representations, explanatory materials or examples, oral or written, may amend the Plan or Grant Terms in any manner. The Plan and the Grant Terms shall be binding upon and enforceable against the Unilever Group and its successors and assigns. (g) Employees Subject to Taxation and Other Applicable Laws Outside the United States. With respect to Participants who are subject to taxation in countries other than the United States, the Committee may make Grants on such terms and conditions as the Committee deems appropriate to comply with the laws of the applicable countries, and the Committee may create such procedures, addenda and subplans and make such modifications as may be necessary or advisable to comply with such laws. DB1/ 70794410.14 14 (h) No Waiver. The failure by a Unilever Group member or the Committee to exercise any right, authority or discretion granted hereunder shall not be construed as waiving any such right, authority, or discretion, or as granting any other party any rights whatsoever. No waiver shall be valid unless made in writing in an instrument signed by a designated officer of the Unilever Group. (i) Section 409A. The Plan is intended to comply with the requirements of Section 409A of the Code, to the extent applicable. All Grants shall be construed and administered such that the Grant either (i) qualifies for an exemption from the requirements of Section 409A of the Code or (ii) satisfies the requirements of Section 409A of the Code. If a Grant is subject to Section 409A of the Code, (i) distributions shall only be made in a manner and upon an event permitted under Section 409A of the Code, (ii) payments to be made upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code, (iii) payments to be made upon a Change of Control shall only be made upon a “change of control event” under Section 409A of the Code, (iv) unless the Grant specifies otherwise, each payment shall be treated as a separate payment for purposes of Section 409A of the Code, and (v) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section 409A of the Code. Any Grant awarded under the Plan that is subject to Section 409A of the Code and that is to be distributed to a key employee (as defined below) upon separation from service shall be administered so that any distribution with respect to such Grant shall be postponed for six months following the date of the Participant’s separation from service, if required by Section 409A of the Code. If a distribution is delayed pursuant to Section 409A of the Code, the distribution shall be paid within 30 days after the end of the six-month period. If the Participant dies during such six-month period, any postponed amounts shall be paid within 90 days of the Participant’s death. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Committee or its delegate each year in accordance with Section 416(i) of the Code and the “specified employee” requirements of Section 409A of the Code. (j) Governing Law; Jurisdiction; Waiver of Jury Trial. The validity, construction, interpretation and effect of the Plan and the Grants under the Plan, and any dispute arising under DB1/ 70794410.14 15 or related thereto, whether in contract, tort or otherwise, shall be governed by the laws of the State of New York, without reference to its conflicts of law principles. Each party to a Grant irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in connection with the Plan or the Grants or disputes relating hereto may be brought only in the United States District Court for the Southern District of New York, or if such court does not have jurisdiction, in the courts of the State of New York located in New York County, and each party to a Grant hereby irrevocably accepts and submits to the exclusive jurisdiction of the aforesaid courts in personam, with respect to any such action, suit or proceeding. Each party to a Grant waives, to the fullest extent permitted by law, any right to trial by jury in any action, suit or proceeding brought to enforce, defend or interpret any rights or remedies under, or arising in connection with or relating to, the Plan or the Grants. No party to a Grant shall be liable for punitive, exemplary or special damages of any nature whatsoever arising out of the Plan or the Grants.


a44-performanceshareplan

PSP AWARD AGREEMENT March 2024 Unilever Share Plan 2017 (the Plan) Award Agreement You have been granted an Award under the Plan by Unilever Plc (the Company). A summary of this Award is set out below. It is important that you accept your Award as soon as possible and by 08 May 2024. To accept the terms of your Award please log into your EquatePlus account on the Computershare website (EquatePlus Account) or, for employees whose home country is the United States or Puerto Rico, your Fidelity account on the Fidelity website (Fidelity Account), and accept the Award. If you do not do so within 2 months of the Award Date, your Award may lapse. Award Name PSP Award Award Date 08 March 2024 Type of Award Conditional Award Shares under Award Can be viewed in your EquatePlus Account or Fidelity Account (or as separately communicated to you). Performance Conditions This Award is subject to Performance Conditions measured over a performance period (the Performance Period). Performance Period Begins on 1 January 2024 and ends on 31 December 2026. Vesting Date 17 February 2027 Release Date 08 March 2029 Further information about your Award and the Plan is provided in the PSP Employee Guide. Words and phrases used in this agreement (the Agreement) have the meanings given in the Plan. In accepting my Award, I agree to the following: 1. Vesting of Award The Award will normally Vest on the Vesting Date as long as: • any Performance Conditions have been measured and satisfied; and • I remain employed by any Member of the Group. Shares under the Award will be distributed to me as soon as reasonably practicable after Vesting. The Award can Vest between 0%-200% of the number of Shares awarded to me based on the achievement of the performance goals described in Schedule 1. Vesting of my Award is subject to the Malus, Clawback, Ultimate Remedy and Discretion Policy (the “Policy”). In the event of a material conflict between the Policy and any other Plan documents, the Policy will prevail. 2. Leavers PSP AWARD AGREEMENT March 2024 If I leave employment before Vesting, except in certain good leaver circumstances, the Award will lapse and I will have no entitlement to any benefits under the Plan or to any compensation in respect of the lapse of the Award. 3. Settlement The Company may settle the Award by paying the cash equivalent of the value of the Award instead of providing Shares. 4. Dividend Equivalents The Award will carry a Dividend Equivalent right (explained in the PSP Employee Guide), payable in cash or shares, when and to the extent the Award is settled. 5. Retention Periods Upon Vesting I will need to hold any Shares that I become entitled to (after any sale to cover any Tax Related Items) for an additional period to ensure there is a five year duration between the Award Date and the first date on which the vested Shares can be sold (the Release Date). The Release Date is the first date that I can sell the Shares. This Retention Period applies up until the Release Date. However, if I leave the Group as an Executive Director the Retention Period will lapse 2 years after I leave. Where relevant, any cash equivalent will be paid to me at the end of the Retention Period. 6. Taxes I will pay any income tax, social insurance or other tax-related or payroll deductions required by law related to my participation in the Plan (Tax-Related Items), including any amount due in excess of amounts withheld by my employer. The Company and/or, if different, my employer cannot guarantee any particular tax treatment or influence the amount of any Tax-Related Items. The Company and, if different, my employer, or their agents, may satisfy any withholding obligations for Tax-Related Items by: • withholding a number of Shares to be issued to me under the Plan, in which case, for tax purposes, I will be deemed to have received all Shares to which I am entitled under the Plan; • withholding from my salary or other cash remuneration; • withholding from proceeds of the sale of Shares acquired by me under the Plan, including a mandatory sale arranged by the Company; and/or • any other method determined by the Company. No Shares will be issued to me, or cash-equivalent paid to me until arrangements have been made for the payment of any Tax-Related Items due by me. If I move to Euronet between the Award Date and Vesting Date the payment of any Tax-Related Items will remain due by me. If I am paid through Euronet on the Award Date, Shares will be awarded on a net basis and Vest on a net basis. 7. Malus and Clawback The Award is subject to Malus and Clawback as set out in the Policy, which can be found here. In the event of a material conflict between the Policy and any other Plan documents, the Policy will prevail. The Award is also subject to the Recovery Policy, for such period as set out in that policy, which can be found here. 8. Plan Participation Participation in the Plan is governed by the Plan rules. In addition: PSP AWARD AGREEMENT March 2024 • I accept any Award is subject to the Directors’ Remuneration Policy, as approved by shareholders from time to time; • I confirm I have read and understand the Plan rules and the terms of this Agreement; • I accept that the Plan documents are in the English language only and I acknowledge that I fully understand the contents of the English language versions of these documents. I acknowledge that I do not need a translation of the Plan documents; • I understand that the Company is not able to provide personal financial advice in relation to my participation in the Plan and in deciding whether to participate in the Plan and accept the Award I have not relied on any representation by the Company or any member of the Group or any agent or presentative of the Company or member of the Group); • the Plan and Awards under the Plan are offered by the Company on a discretionary basis and I am participating in the Plan on a voluntary basis; • the Company may decide to terminate, suspend or modify the terms of the Plan at any time and my participation in the Plan and the receipt of an Award do not give me any contractual or other right to continue to participate in the Plan or receive further Awards; • the opportunity to participate in the Plan is offered to me outside of any employment contract I may have with my employer and will not be interpreted to form an employment contract or relationship with the Company; • any Shares I may acquire or Awards I may receive under the Plan are not part of my normal or expected remuneration for the purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; • Plan documents may be sent by electronic delivery and participation in the Plan may be through an on-line or electronic system established and maintained by the Company or any Plan administrator. I agree to receive all communications electronically, including by email, and consent to contracting electronically with the Company (and/or other parties); • there is a share price risk that Shares awarded to me under the Plan may fall in value, including to nil. The Company does not guarantee a specified level of return on the Award; • if the Shares are valued in a currency which is not the currency in the Participant’s jurisdiction, the actual value of the Shares (and any payment) may be affected by movements in the exchange rate. The Company accepts no liability for any losses which may arise because of such movements; • I confirm I have read and understood the Policy and the Recovery Policy and Malus and consent to any deductions from my variable pay in accordance with such policies; and • if I forfeit the Award, or my Award is adjusted, I am not entitled to any compensation or damages and I will not bring a claim for any loss in relation to the Award or my participation in the Plan. 9. Restrictive Covenants I understand that it is a condition of my eligibility to receive an Award, or for any entitlements under an Award to Vest, that I continue to comply with any restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) contained within: • Schedule 2 of this Agreement; • my employment agreement; • any termination arrangements; and • any other written agreement with a member of the Group or relevant internal policy, irrespective of the date on which any such Award is made. I agree that the Award may lapse, or be clawed back, in whole or in part, if I do not do so. I confirm that I have reviewed Schedule2 of this Agreement before accepting the Award. 10. International The Award is subject to the terms and conditions for my country in Schedule 3 of this Agreement. Applicable laws are complex and subject to change at any time and I will consult my own duly qualified personal tax, legal and financial advisors if needed. 11. Adequate Information PSP AWARD AGREEMENT March 2024 By accepting my Award, I certify that I (i) have been given all relevant information and materials with respect to the Group’s operations and financial condition and the terms and conditions of your Award, (ii) have read and understood such information and materials, (iii) are fully aware and knowledgeable of the terms and conditions of the Award and (iv) completely and voluntarily agree to the terms and conditions of the Award as set out in the Plan documents. The information provided does not take into account my objectives, financial situation or needs. If you do not understand the contents of the Plan documents you should consult an authorized financial advisor. The Company undertakes, on request, at no charge and within a reasonable time, to provide you with a full copy of the rules of the Plan. 12. No Public Offer This is a private placement directed at officers and key employees of the Group, as selected by the Company. The offering is not intended for the general public and may not be used for any public offer which requires a prospectus. Your Award has not been authorised or approved by any applicable securities authorities and may have been offered pursuant to an exemption from registration in your local jurisdiction. The regulatory bodies in your jurisdiction accept no responsibility for the accuracy and completeness of the statements and information contained in the Plan documents and take no liability whatsoever for any loss arising from reliance upon the whole or any part of the contents of the Plan documents. No prospectus or similar offering or registration document has been prepared, authorised or approved by any applicable authority in your jurisdiction. 13. Foreign Asset/Account and Exchange Control Reporting Requirements The Shares you may acquire upon settlement of the Award may be subject to restrictions on transfer and resale and/or may be subject to disclosure requirements in your jurisdiction. The Shares may not be offered, sold, advertised or otherwise marketed in circumstances which constitute any type of public offering of securities, unless an exemption applies. Your country may have certain foreign asset and/or account reporting requirements and/or exchange controls which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country and it is your responsibility to be compliant with such regulations. You agree that you are solely responsible for complying with such regulations which apply to you with respect to your Award and neither the Company nor your employer will be responsible for obtaining exchange control approval or making such reports on your behalf. If you fail to obtain any required exchange control approval or make such reports, neither the Company nor your employer will be liable in any way for any resulting fines or penalties. You should seek independent professional advice if you are unsure about your obligations as a result of your participation in the Plan. 14. Independent Advice Recommended By accepting my Award, I agree and acknowledge that neither the Company, my employer nor any person or entity acting on their behalf has provided me with any legal, investment, tax or financial advice with respect to my participation in the Plan, the Award or any Shares or cash acquired upon settlement of the Award. 15. Employment By accepting my Award, I acknowledge that:


PSP AWARD AGREEMENT March 2024 • the grant of my Award does not form, affect or change my employment contract or my employment relationship with my employer. All benefits granted by the Award constitute an extraordinary payment and may not, in any way, be considered part of my normal remuneration. The benefits granted by my Award will not affect the calculation of pension rights or severance pay upon termination of my employment for any reason. • the Company’s decision to grant the Award is discretionary and I have no automatic right to participate in the Plan. Acceptance of the Award and participation in the Plan does not create any right to continued or future employment, future participation in the Plan or the grant of future awards. The Company may at any time decide to cease offering awards under the Plan. • I do not have any right to compensation or damages for any loss (actual or potential) in relation to the Plan or the Award. 16. Shareholding Policy I understand that it is a condition of my Award that I will comply with the shareholding requirements, including any post-employment shareholding requirements in the Unilever Personal Shareholding Requirement Policy. I confirm that I have reviewed the Unilever Shareholding Policy before accepting the Award. 17. Data Protection In addition to the information on data privacy provided in my employment agreement, I have also read and acknowledge the Unilever Share Plan Privacy Notice in relation to the holding and processing of personal data (including sensitive personal data) provided by me to any Member of the Group, trustee or third party service provider, for all purposes relating to the operation of the Plan and for compliance with applicable procedures, laws and regulations. 18. Insider Trading Restrictions I may be subject to insider trading restrictions and/or market abuse laws, which may affect my ability to acquire or sell Shares or rights to Shares under the Plan when I am considered to have restricted information regarding the Company (as defined under any applicable laws in my country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Share Dealing Manual or any applicable Company insider trading/share dealing policy. It is my responsibility to comply with any applicable restrictions. 19. Imposition of Other Requirements The Company may impose other requirements on my participation in the Plan or on any Shares issued under the Plan, if the Company determines it is necessary or advisable for legal or administrative reasons, and to require me to sign any additional agreements or documents that may be necessary to accomplish this. 20. Governance My participation in the Plan, the provisions of this Agreement and the Award are governed by, and subject to, English law and the English Courts have non-exclusive jurisdiction over any disputes that may arise. The Award and the terms of this Agreement are subject to the Plan rules. In the event of any inconsistency between the terms of this Agreement and the Plan, the terms of the Plan will prevail. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable. IF YOU AGREE TO THE TERMS OF YOUR AWARD PLEASE FOLLOW THE DIRECTIONS IN YOUR AWARD EMAIL TO ACCEPT YOUR AWARD IN YOUR EQUATEPLUS/FIDELITY ACCOUNT AS APPLICABLE. IF YOU DO NOT DO SO WITHIN 2 MONTHS OF THE AWARD DATE, YOUR AWARD MAY LAPSE. PSP AWARD AGREEMENT March 2024 SCHEDULE 1 PERFORMANCE CONDITIONS All determinations with respect to Awards are made by the Committee. The Performance Conditions are as follows: • 25% of each Award is subject to the Group’s underlying sales growth measured over the PSP Performance Period, and will Vest at 0% if below threshold performance is achieved, up to 200% for outstanding performance, with Vesting determined on a straight-line basis for performance between those points; and • 30% of each Award is subject to the Group’s relative total shareholder return measured over the PSP Performance Period, and will Vest at 0% if below threshold performance is achieved, up to 200% for outstanding performance, with Vesting determined on a straight-line basis for performance between those points; and • 30% of each Award is subject to the Group’s underlying return on invested capital performance and will Vest at 0% if threshold performance is achieved, up to 200% will outstanding performance, with Vesting determined on a straight-line basis for performance between those points; and • 15% of each Award is subject to the Group’s performance, over the PSP Performance Period, on the Unilever Sustainability Progress Index (“SPI”), which is an assessment by the Committee taking into account progress against four core metrics and will Vest at 0% if threshold performance is achieved, up to 200% for outstanding performance, with Vesting determined on a straight-line basis for performance between those points. The Committee may change a Performance Condition (including replacing a Performance Condition) in accordance with its terms if anything happens which causes the Committee reasonably to consider it appropriate to do so. The Board has discretion to adjust the formulaic outcome of any Performance Condition to reflect its assessment of the underlying long-term performance of the Company. PSP AWARD AGREEMENT March 2024 SCHEDULE 2 EXECUTIVE DIRECTOR - RESTRICTIVE COVENANTS 1. RESTRICTIVE COVENANTS 1.1. I shall not, without the prior written consent of Unilever, be or become directly or indirectly engaged or concerned or interested in any other business, trade, profession or occupation or undertake any work for any other person, firm or company whether paid or unpaid during the continuance of my employment. However, nothing in this Clause 1.1 shall prevent me from holding, or otherwise having an interest in, any shares or other securities of any company for investment purposes only, unless that holding is a significant one in a company that is a material competitor of any member of the Unilever Group. 1.2. Unless I have Unilever's express prior written agreement (not to be unreasonably withheld), during the Restricted Period I will not: a) in competition with any member of the Unilever Group: (i) be employed by; (ii) be engaged by; or (iii) otherwise provide services to, any Restricted Business which is being carried out or will be carried out within the Restricted Area; b) in competition with any member of the Unilever Group undertake or carry on any Restricted Business which is being carried out or will be carried out within the Restricted Area; c) (i) be employed by, (ii) be engaged by, or (iii) otherwise provide services to: • a Restricted Customer; • a Potential Customer; or • any other customer or target customer in respect of whom I had material dealings or material management responsibility during the Relevant Period, in each case in connection with any Restricted Business which is being carried out or will be carried out within the Restricted Area; d) (i) be employed by, (ii) be engaged by, or (iii) otherwise provide services to: • a Restricted Supplier; • a Potential Supplier; or • any other supplier or target supplier in respect of whom I had material dealings or material management responsibility during the Relevant Period, in each case in connection with any Restricted Business which is carried out or will be carried out within the Restricted Area; e) either (i) interfere with the supply of goods or services to Unilever (or any member of the Unilever Group) in relation to any contract or arrangement that such entity has with: • a Restricted Supplier; or • any other supplier in respect of which I had material dealings or material management responsibility during the Relevant Period, or (ii) induce any such supplier to cease or decline to supply such goods or services in the future, or adversely vary the terms on which they are provided; f) in competition with any member of the Unilever Group, for the purpose of any Restricted Business deal with or solicit the business of: (i) any Restricted Customer; (ii) any Potential Customer; (iii) any Restricted Supplier; (iv) any Potential Supplier; (v) any other customer or target customer in respect of whom I had material dealings or material management responsibility during the Relevant Period; or (vi) any other supplier or target supplier in respect of whom I had material dealings or material management responsibility during the Relevant Period; and/or g) offer employment to, or otherwise endeavour to entice away from Unilever or any member of the Unilever Group, any Restricted Employee. PSP AWARD AGREEMENT March 2024 1.3. Each part of Clause 1.2 constitutes a separate and independent restriction (including, for the avoidance of doubt, each separate and independent restriction delineated by Roman numerals or bullet points or otherwise) and does not operate to limit any other obligation I owe. If any restriction is held to be unenforceable by a court of competent jurisdiction, it is intended and understood by us that the remaining restrictions will still be enforceable. If my place of work changes to a different country such that the covenants contained in this Clause 1 become subject to the laws of that country, the covenants will, if necessary, be modified so that they comply with any such laws and in order that the covenants remain enforceable in that country, provided that no changes will make any of the covenants wider in scope. Unilever may expressly amend the covenants in order to reflect any such changes (and I agree to re-execute any such covenants as necessary in order to give effect to this), or alternatively the changes may be deemed to be made automatically. 1.4. The definitions used in this clause have the following meanings: a) "Potential Customer" means any target client or customer to whom Unilever or any Unilever Group member was actively and directly seeking to supply goods or services at any time during the Relevant Period in respect of whom I held material Confidential Information. b) "Potential Supplier" means any target supplier in respect of whom Unilever or any Unilever Group member was actively and directly seeking to receive goods or services on exclusive or specially negotiated terms at any time during the Relevant Period in respect of whom I held material Confidential Information. c) "Relevant Period" means the 12 months prior to the earlier of: (i) the date on which I am placed on garden leave; and (ii) the date on which my employment terminates; d) "Restricted Area" means: • my Country; • any other country in which the Unilever Group operates (or is planning to operate) business in which I was materially involved or in respect of which I held material management responsibility; and/or • any other such country in respect of which I held material Confidential Information, at any time during the Relevant Period; e) "Restricted Business" means business competitive with: (i) any area of business of any Unilever Group member in respect of which I held material Confidential Information because of my material involvement or material management responsibility, or (ii) any other area of business of any Unilever Group member in respect of which I held material Confidential Information, at any time during the Relevant Period; f) "Restricted Customer" means any actual client or customer of Unilever or any Unilever Group member in respect of whom I had material Confidential Information at any time during the Relevant Period; g) "Restricted Employee" means any Unilever Group staff member who: • works in a managerial or marketing or sales or distribution or research or senior capacity in relation to any area of business of the Unilever Group in which I was materially involved, or in respect of which I held material management responsibility and/or material Confidential Information, at any time during the Relevant Period; or • has responsibility for or influence over Restricted Customers; or • is in possession of material Confidential Information, and with whom I had material dealings and/or for whom I had direct managerial responsibility at any time during the Relevant Period; h) "Restricted Period" means the 12 month period following the termination of my employment, less any time spent on garden leave; and i) "Restricted Supplier" means any supplier engaged by any Unilever Group member on exclusive or specially negotiated terms of business at any time during the Relevant Period and in respect of whom I held material Confidential Information.


PSP AWARD AGREEMENT March 2024 1.5. Unilever contracts as trustee and agent for the benefit of each Unilever Group member. From time to time it may be necessary for me to enter into matching restrictive covenants like these directly with another Unilever Group member (e.g. if my employing entity changes), and I agree to do so if requested (and if I fail to do so within 7 days of receiving any such request, I hereby irrevocably and unconditionally authorise Unilever to execute on my behalf any document(s) required to give effect to this Clause 1.5). PSP AWARD AGREEMENT March 2024 SCHEDULE 3 COUNTRY-SPECIFIC WORDING NETHERLANDS This offer is being made to selected employees as part of an employee incentive programme in order to provide an additional incentive and to encourage employee share ownership and to increase your interest in the success of the Company. The company offering these rights is Unilever PLC. More information in relation to the Company, including the share price, can be found at the following web address: https://www.unilever.com/. Details of the offer can be found in this Award Agreement. The obligation to publish a prospectus does not apply because of Article 1(4)(i) of the EU Prospectus Regulation. The total maximum number of Shares which are the subject of this offer is 3,000,000. INDIA Plan documents. The securities described in the plan documents are being offered only to a select number of qualifying employees of Unilever, its subsidiaries or any associated company. Such employees may not be acting on behalf of or as an agent for any other person. Securities under the Plan will not be available for subscription or purchase by any other person. The Award documentation does not invite offers from the public for subscription or purchase of the securities of any body corporate under any law for the time being in force in India. Neither the website nor this Award Agreement is a prospectus under the applicable laws for the time being in force in India. Unilever does not intend to market, promote or invite offers for subscription or purchase of the securities of any body corporate by virtue of providing you with any Plan-related documents. The information provided in the Plan documents is for record only. Any person who subscribes or purchases securities of any body corporate should consult their own investment advisers before making any investments. Unilever shall not be liable or responsible for any such investment decision made by any person. Repatriation Requirements. You acknowledge that any proceeds you may receive from the sale of Shares or dividends paid with respect to such Shares must be reinvested or repatriated to India within 180 days of receipt. You also understand that you should obtain a foreign inward remittance certificate (FIRC) from the bank where you deposit any inward remittance of cash in India as evidence of my compliance with the above repatriation requirements and you agree to submit a copy of the FIRC to the Reserve Bank of India or your employer, if requested. UK Securities Laws. This offer is being made to selected employees as part of an employee incentive programme in order to provide an additional incentive and to encourage employee share ownership and to increase your interest in the success of the Company. The company offering these rights is Unilever Plc. The shares which are the subject of these rights are ordinary shares in the Company. More information in relation to the Company, including the share price can be found at the following web address: https://www.unilever.com/. Details of the offer can be found in this Award Agreement. The obligation to publish a prospectus does not apply because of Section 86(1)(aa) of the Financial Services and Markets Act 2000 (as amended, supplemented or substituted by any UK PSP AWARD AGREEMENT March 2024 legislation enacted in connection with the UK’s exit from the European Union). The total maximum number of shares which are the subject of this offer is 2,500,000. UNITED STATES, CANADA AND PUERTO RICO The following additional terms shall apply to the Award if you are employed in, or your home country is, the United States, Canada or Puerto Rico, notwithstanding anything in the Employee Guide or Award Agreement to the contrary: 1. Unilever North America Omnibus Equity Compensation Plan and Prospectus. If you are employed in, or your home country is, the United States, Canada or Puerto Rico at the date of grant of the Award, your Award is granted under the Unilever North America Omnibus Equity Compensation Plan (“Omnibus Plan”), which is a subplan of the Plan. A prospectus for the Omnibus Plan is available on the Executive Share Schemes page on SharePoint, which you should review in connection with the Award. All terms of the Omnibus Plan are incorporated into this Agreement by this reference. Awards may be made in Shares of PLC GBP, or in PLC ADSs. 2. Restrictive Covenants. As a condition of the Award, you must agree to comply with the confidentiality, non-competition and non-solicitation covenants and other agreements set forth in Schedule 2 of this Agreement and in any other written agreement with a member of the Group. Your Award may lapse, in whole or in part, and Unilever may pursue other remedies, if you do not comply with these covenants and agreements. 3. Payment of Award. If the Award becomes payable in whole or in part, the Award will be paid in the calendar year in which the Vesting Date occurs, as soon as reasonably practicable after the Vesting Date. However, in the case of death, any portion of the Award that vests upon death will be paid within 90 days of the date of death. An Award that is subject to section 409A of the United States Internal Revenue Code (applicable to United States taxpayers) may not be paid before the Vesting Date, except in the case of death. 4. Termination of Employment. For purposes of the Award, the following terms have the meanings set forth below: (a) The term “Redundancy” means an involuntary termination by your employer without Cause if you sign and do not revoke a written waiver and release of liability provided by your employer. (b) The term “Cause” will include, but is not limited to (i) gross misconduct or gross negligence in the performance of your material duties and responsibilities to your employer, (ii) the commission of a theft, embezzlement or other serious and substantial crime, (iii) wilful violation of the provisions of any confidentiality, non-competition agreement or non-solicitation covenants (or similar covenants) in effect between you and any member of the Group, (iv) a material breach of Unilever’s Code of Business Principles or any of the Code Policies, (v) conduct that results in significant losses or serious reputational damage to any member of the Group, or (vi) other deliberate willful action that is materially harmful to the business, interests, or reputation of any member of the Group. 5. US Taxpayers subject to section 409A. The rules in this paragraph 5 apply to any Award that is subject to section 409A of the United States Internal Revenue Code (applicable to United States taxpayers), notwithstanding anything in the Award Agreement or the Employee Guide to the contrary. If the Award is subject to section 409A and any provision of the Award would violate section 409A, that provision shall be void and of no effect. If the Award is subject to section 409A, (i) no distributions shall be made except upon a specified date, upon a “separation from service,” upon death, or upon a “change in control event” as defined in the regulations under section 409A, or otherwise in accordance with section 409A, (ii) a distribution upon termination of employment shall only be made upon your “separation from service” as defined under section 409A, and subject to the six-month delay for specified PSP AWARD AGREEMENT March 2024 employees, if applicable, (iii) a payment to be made upon a change of control or similar event shall only be made upon a “change in control event” as defined under section 409A, (iv) you may not designate the calendar year of a payment except in accordance with an election permitted under section 409A, and (v) if a payment is subject to execution of a release and could be made in more than one tax year, based on timing of execution of the release, payment shall be made in the later tax year if required by section 409A. If the Award is subject to section 409A and provides for payment upon a transaction that is not a “change in control event” under section 409A or provides for a payment on a date that is otherwise not allowed by section 409A, the payment will be made on the date on which the payment would have been made in the absence of such provision. This material has been prepared and distributed by Unilever, N.A., and Unilever, N.A is solely responsible for its accuracy. If you have any questions regarding your specific tax situation, please consult your tax advisor.


a45unilevershareplan2017

UNILEVER RULES OF THE UNILEVER SHARE PLAN 2017 Directors’ Adoption: 22 February 2017 Shareholders’ Approval: NV: 26 April 2017 PLC: 27 April 2017 Amended by the Board: 3 March 2021 Expiry Date: 26 April 2027 Linklaters LLP One Silk Street London EC2Y 8HQ Telephone (+44) 20 7456 2000 Facsimile (+44) 20 7456 2222 Ref 01/140/Alex Beidas i Table of Contents Contents Page 1 Introduction .............................................................................................................................. 1 2 Definitions ................................................................................................................................ 1 3 Granting Awards ...................................................................................................................... 3 4 Documentation of Awards ....................................................................................................... 5 5 Before Vesting ......................................................................................................................... 5 6 Vesting ..................................................................................................................................... 6 7 Retention Period ..................................................................................................................... 8 8 Leaving employment and death ............................................................................................ 10 9 Malus and clawback .............................................................................................................. 12 10 Vesting in connection with relocation .................................................................................... 14 11 Takeovers and other corporate events .................................................................................. 14 12 Changing the Plan ................................................................................................................. 16 13 Tax ......................................................................................................................................... 17 14 Limits on newly issued and treasury shares ......................................................................... 18 15 General .................................................................................................................................. 18 1 1 Introduction The Plan allows for the grant of awards in the form of: − Conditional Awards - Awards under which the Participant receives Shares automatically to the extent the Award Vests; − Options - Awards under which the Participant can buy Shares, to the extent their Award has Vested, at a price (which may be zero) set when the Option is granted; or − Forfeitable Shares - Awards under which the Participant receives Shares on grant which are subject to a requirement that the Participant give the Shares back to the extent the Award lapses. Conditional Awards and Options can also be granted on the basis that they will only ever be satisfied with a cash payment equal to the value of the Shares to which the Participant would otherwise be entitled (less any Option Price). Awards will Vest over a period set by the Board for each Award and Vesting or grant may be subject to Performance Conditions or other conditions such as investments by the Participant in Shares. Before Vesting, Awards will normally lapse if the Participant leaves. After Vesting, they may also be subject to a further Retention Period during which satisfaction of the Award is subject to clawback. This introduction does not form part of the rules. 2 Definitions In these rules: “Acquiring Company” means a person who has or obtains Control of the Company; “Award” means a Conditional Award, Forfeitable Shares or an Option; “Award Date” means the date on which an Award is granted under rule 3.3; “Board” means, subject to rule 11.4, the board of directors of the Company or any committee or other person to whom the board has delegated any of its functions under these rules; “Bonus Deferral Award” means an Award which is granted to the Participant in lieu of bonus which he might otherwise have been paid in cash and which is designated as such by the Board under rule 3.3; “Business Day” means a day on which the London Stock Exchange or Euronext, as applicable, (or, if relevant and if the Board determines, any stock exchange nominated by the Board on which the Shares are traded) is open for the transaction of business; “Company” means Unilever PLC; “Conditional Award” means a conditional right to acquire Shares granted under the Plan; “Control” has the meaning given to it in Section 995 of the Income Tax Act 2007 in relation to the Company; 2 “Dealing Restrictions” means any restriction on dealing in securities imposed by regulation, statute, order, directive, the rules of any stock exchange on which Shares are listed or any code adopted by the Company as varied from time to time; “Detrimental Activity” means, as established to the satisfaction of the Board, and without the prior written consent of the Company, the Participant being in breach of any applicable restrictions on competition, solicitation or the use of confidential information (whether arising out of the Participant’s employment contract, his termination arrangements or any internal policies); “Dividend Equivalent” means an amount linked to dividends paid on Shares subject to the Award; “Euronext” means Euronext Amsterdam; “Final Lapse Date” means the latest date on which an Option will lapse which will be the date set by the Board under rule 3.3 or, if no date is set, the date 10 years after the Award Date; “Forfeitable Share Agreement” means the agreement referred to in rule 4.2; “Forfeitable Shares” means Shares held in the name of or for the benefit of a Participant subject to the Forfeitable Share Agreement; “Grantor” means the Company or any other entity which grants or has agreed with the Company to satisfy an Award under the Plan; “Group” means the Company and its Subsidiaries or associated companies and “Member of the Group” shall be construed accordingly; “London Stock Exchange” means London Stock Exchange plc; “Option” means a right to acquire Shares granted under the Plan; “Option Price” means the amount (which may be zero) payable on the exercise of an Option set by the Board under rule 3.3.8; “Owned Shares” means Shares subject to a Retention Period which are transferred or issued into the beneficial ownership of the Participant as set out in rule 7.1.1(ii); “Participant” means a person who holds, or who has held, an Award or their personal representatives; “Performance Condition” means any condition linked to performance imposed under rule 3.3; “Plan” means these rules known as “The Unilever Share Plan 2017”, as changed from time to time; “Retention Period” means the period after Vesting during which a Participant is required to retain their Shares or Award as set out in rule 7; “Retention Shares” means the Shares which the Participant is required to retain during the Retention Period; “Shares” means fully paid ordinary shares in the Company and includes: (i) American Depositary Shares listed on the New York Stock Exchange; and


3 (ii) any Shares representing the Company following a reconstruction; “Subsidiary” means a company which is a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006; and “Vesting”, subject to the rules and any Retention Period: (i) in relation to Conditional Awards, means a Participant becoming entitled to have the Shares transferred to them; (ii) in relation to an Option, means an Option becoming exercisable; and (iii) in relation to Forfeitable Shares, means the restrictions set out in the Forfeitable Share Agreement ceasing to have effect as described in rule 6.2.3, and Vesting shall include the term Vest and Vested; and “Vesting Date” means the date set for Vesting of an Award under rule 3.3. If there is any conflict between two provisions in these rules under which an Award will lapse, the one which gives rise to the earlier lapse will prevail. 3 Granting Awards 3.1 Eligibility The Grantor may select any employee of a member of the Group to be granted an Award. However, the Board may determine that an Award will not be made to an employee who has given or been given notice terminating their employment. 3.2 Timing of Awards Awards may only be granted within 42 days starting on any of the following: 3.2.1 the date of shareholder approval of the Plan; 3.2.2 the Business Day following the day on which the Company’s results are announced for any period; 3.2.3 the date of the Company’s annual general meeting or any special general meeting; and 3.2.4 any day on which the Board resolves that exceptional circumstances exist which justify the grant of Awards. If the granting of Awards during any period specified above is prevented by any Dealing Restrictions, Awards may be granted within 42 days of the first date on which it is no longer prevented. No Awards may be granted after 26 April 2027 or such earlier date as the Board may specify. 3.3 Terms set at grant When granting an Award, the Board will set the following terms: 3.3.1 whether the Award will take the form of: (i) a Conditional Award; (ii) an Option; 4 (iii) Forfeitable Shares; or (iv) a combination of these; 3.3.2 whether the Award is a Bonus Deferral Award; 3.3.3 subject to rule 3.5, the number of Shares subject to the Award or how that will be determined which, in the case of a Bonus Deferral Award, will be linked to the amount of bonus which the Board determines would otherwise have been paid to the Participant in cash; 3.3.4 the terms of any Performance Condition or other condition set under rule 3.4; 3.3.5 one or more Vesting Dates (unless specified in a Performance Condition) and, if there is more than one, the proportion of the Award which can Vest on each one (or how that will be determined); 3.3.6 whether or not a Retention Period will apply and, if so, when it will normally end and how the number of Retention Shares will be determined; 3.3.7 whether or not the Award carries a Dividend Equivalent; 3.3.8 in the case of an Option: (i) the Option Price; and; (ii) the Final Lapse Date which will not be more than 10 years after the Award Date; and 3.3.9 any other terms or conditions of the Award. 3.4 Performance Conditions The Board may decide that Vesting of an Award will be conditional: 3.4.1 on the satisfaction of one or more conditions set by the Board on grant linked to the performance of the Company, the Participant and/or any business unit or member of the Group; and/or 3.4.2 any other condition set by the Board, which, in either case, may provide that the Award will lapse to the extent that it is not satisfied. The Board may change a Performance Condition in accordance with its terms or if anything happens which causes the Board reasonably to consider it appropriate to do so. The Board may waive or change any other condition in such manner as it sees fit. 3.5 Limit in Directors’ Remuneration Policy An Award to be granted to a director of the Company will not exceed any applicable maximum set out in the approved directors’ remuneration policy (as defined in section 226B(2) of the Companies Act 2006). 3.6 No payment for Awards A Participant is not required to pay for the grant of an Award. 5 4 Documentation of Awards 4.1 Conditional Awards and Options An Award (other than an Award of Forfeitable Shares) must be granted by deed. 4.2 Forfeitable Shares Where an Award takes the form of Forfeitable Shares, the Participant must: 4.2.1 enter into an agreement with the Grantor that, to the extent that the Award lapses under the Plan, the Shares are forfeited and they will immediately transfer their interest in them, for no consideration or nominal consideration, to any person (which may include the Company, where permitted) specified by the Grantor; 4.2.2 complete any elections required by the Board, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 (or similar elections in other jurisdictions) and elections to transfer any liability, or agreements to pay social security contributions; and 4.2.3 provide any other documentation which the Board considers necessary or desirable to give effect to the terms of the Award, including a power of attorney or blank stock transfer form. If they do not do so within a period specified by the Board, the Award will lapse at the end of that period. On or after the grant of Forfeitable Shares, the Grantor will procure that the relevant number of Shares are issued or transferred to the Participant or to another person to be held for the benefit of the Participant under the terms of the Plan. Where applicable, the share certificates or other documents of title relating to any Forfeitable Shares may be retained by the Grantor. 5 Before Vesting 5.1 Voting and dividends 5.1.1 A Participant is not entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Option or a Conditional Award until the Shares are issued or transferred to the Participant. 5.1.2 Except to the extent specified in the Forfeitable Share Agreement, a Participant will have all rights of a shareholder in respect of Forfeitable Shares until the Award lapses. 5.2 Transfer A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If they do, whether voluntarily or involuntarily, then the Award will immediately lapse. This rule 5.2 does not apply: 5.2.1 to the transmission of an Award on the death of a Participant to the person entitled by law to deal with the estate; 5.2.2 to an assignment by way of court order; 5.2.3 to the assignment of an Award where the Board considers that the Participant is no longer in a position to manage their own affairs by reason of ill-health; or 6 5.2.4 in any other circumstances if the Board agrees. 5.3 Adjustment of Awards 5.3.1 If there is: (i) a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital; (ii) a demerger (in whatever form) or exempt distribution (for example by virtue of Section 1075 of the Corporation Tax Act 2010); (iii) a special dividend or distribution; or (iv) any other corporate event which might affect the current or future value of any Award, the Board may adjust the number or class of Shares or securities subject to the Award and, in the case of an Option, the Option Price (see below for Forfeitable Shares). 5.3.2 Subject to the Forfeitable Share Agreement, a Participant will have the same rights as any other shareholders in respect of Forfeitable Shares where rule 5.3.1 applies. Any Shares, securities or rights allotted to a Participant as a result of such an event will be: (i) treated as if they were awarded to the Participant under the Plan in the same way and at the same time as the Forfeitable Shares in respect of which the rights were conferred; and (ii) subject to the rules of the Plan and the terms of the Forfeitable Share Agreement. 6 Vesting 6.1 Timing and extent of Vesting Subject to the rest of these rules, an Award will Vest on the later of the following: 6.1.1 the Vesting Date; and 6.1.2 the date on which the Board determines the extent to which any Performance Condition or any other condition is satisfied (which it will do as soon as reasonably practicable after the end of the period over which it is tested). The Award will only Vest to the extent that any Performance Condition or other condition is satisfied. However, if Vesting or the issue or transfer of Shares in satisfaction of an Award is prevented by any Dealing Restriction, the period for Vesting, issue or transfer will be delayed for that Award until the Dealing Restriction no longer prevents it. 6.2 Consequences of Vesting 6.2.1 If an Award takes the form of a Conditional Award, within 30 days of Vesting (or as soon as reasonably practicable after that), the Grantor will arrange (subject to the


7 rest of this rule 6 and rules 7, 9, 13 and 15.6) for the issue or transfer to, or to the order of, the Participant of the number of Shares in respect of which the Award has Vested. 6.2.2 A Participant can only exercise an Option to the extent it has Vested. To exercise it, the Participant must give notice in such form as the Grantor may prescribe and, in the case of an Option, pay or make arrangements satisfactory to the Grantor for the payment of the Option Price (if any). Subject to the rest of this rule 6 and rules 7, 9, 13 and 15.6, the Grantor will arrange for the number of Shares in respect of which an Option has been exercised to be issued or transferred to the Participant within 30 days of the date on which the Option is exercised or as soon as reasonably practicable after that. An Option will lapse at the end of business on the Final Lapse Date if it does not lapse earlier under these rules. 6.2.3 To the extent an Award of Forfeitable Shares Vests, the restrictions referred to in rule 4.2 and contained in the Forfeitable Share Agreement will cease to apply. 6.3 Dividend Equivalent If an Award carries a Dividend Equivalent, the Participant will be entitled on Vesting of a Conditional Award or exercise of an Option to an amount equal to the Dividend Amount for each Share in respect of which the Conditional Award Vests or the Option is exercised. However: 6.3.1 where Vesting or exercise occurs after the record date but before the payment date of a Qualifying Dividend, the Participant will become entitled to the amount as soon as practicable following such payment date; and 6.3.2 where the Award continues through a Retention Period, the Participant will become entitled to the amount as soon as practicable after the end of the Retention Period. The Dividend Amount will be paid in additional Shares unless the Board decides that it will be paid in cash of equivalent value, as determined by the Board. The “Dividend Amount” will, for each Qualifying Dividend, be equal to the number of Shares which would be held if: 6.3.3 the per Share amount of the Qualifying Dividend had been reinvested in further Shares (or fractions of a Share) on the payment date of the Qualifying Dividend at market value on that date; and 6.3.4 any subsequent Qualifying Dividends on those Shares had been notionally reinvested in further Shares in the same way. A “Qualifying Dividend” is any ordinary dividend for which the record date falls between the Award Date and the date Shares (or cash of equivalent value) are issued or transferred to the Participant following the Vesting of an Award or exercise of an Option. Any reinvestment, for the purposes of determining the Dividend Amount, is entirely notional and, accordingly, may relate to fractions of a Share, but, if it is paid in Shares, the number of Shares issued or transferred will be rounded to the nearest whole Share as part of the vesting of the Award. 8 For the purpose of determining the Dividend Amount, the “market value” of a Share will be the closing price of a Share on the payment date of the Qualifying Dividend or will be determined in such other manner as the Board considers reasonable. 6.4 Cash or share alternative The Grantor can decide to satisfy any entitlement under an Award to: 6.4.1 Shares by paying a cash amount; or 6.4.2 cash by issuing or transferring Shares. In either case, based on the market value of the Shares on the date he becomes entitled (less any Option Price, in the case of an Option). An Award may be granted on the basis that it will always be satisfied as described in this rule 6.4. 6.5 Automatic exercise of Options where Dealing Restrictions apply and Option would otherwise lapse 6.5.1 To the extent that: (i) an Option has not been exercised by the close of the Business Day before the date on which it lapses; (ii) a Dealing Restriction prevents the Participant from exercising it on that day; and (iii) it is in the money on that day, the Company will, unless the Board decides otherwise, treat it as having been exercised on that day. 6.5.2 If it does treat the Option as having been exercised, the Company will arrange for sufficient Shares resulting from the exercise to be sold on behalf of the Participant to raise an amount (after costs of sale) equal to the Option Price and any tax or social security required to be withheld under rule 13. The remaining Shares subject to the Option will be issued or transferred as set out in rule 6.2.2. 6.5.3 An Option is “in the money” on any day if the Board estimates that, if all the Shares resulting from exercise were sold on that day, the sale proceeds (after making a reasonable allowance for any costs of sale and taxes) would be more than the Option Price. 6.5.4 The Participant may give notice, at any time before the day referred to in rule 6.5.1, requesting that this rule 6.5 should not apply to the Option. 6.5.5 No member of the Group will be liable for any loss a Participant may suffer as a result of the application or failure to apply this rule 6.5. 7 Retention Period This rule 7 applies if the Board determines under rule 3.3 that an Award is subject to a Retention Period. 9 7.1 How the Retention Period will apply to an Award 7.1.1 Before the Award Vests, the Board will determine whether: (i) the Award will continue in respect of the Retention Shares through the Retention Period (subject to this rule 7); or (ii) the Retention Shares will be issued or transferred into the beneficial ownership of the Participant (“Owned Shares”) and held in accordance with this rule 7. 7.1.2 Where the Board determines that the Award will continue through the Retention Period, it shall calculate the number of Shares which Vest in accordance with rule 6.1, but the Retention Shares will only be issued or transferred or cash paid under rule 6.2 at the end of the Retention Period and subject to this rule 7. 7.1.3 Where the Board has determined that Owned Shares will be issued or transferred to the Participant, it will calculate the number of Shares which Vest in accordance with rule 6.1 and will issue or transfer the beneficial ownership of the Retention Shares (if not already held in respect of an Award of Forfeitable Shares), for no consideration, to any person specified by the Board to be held during the Retention Period under this rule 7. 7.1.4 Where the Award is an Option and the Board has determined that it will continue during the Retention Period, the Option will become exercisable as described in rule 6.2 and any Retention Shares acquired on the exercise of the Option during the Retention Period (less any tax paid) will continue to be held as Owned Shares. 7.2 Tax Where tax is payable at the start of the Retention Period, then rule 13 (Tax) will apply and the Retention Period will apply in respect of the remainder of the Shares. Shares may be issued or transferred and sold to the extent necessary to satisfy the liability under that rule. 7.3 Rights during the Retention Period 7.3.1 The following additional provisions will apply during the Retention Period where an Award continues through the Retention Period: (i) Except as required under rule 7.2, the Participant will have no rights in respect of the Retention Shares until the Shares are acquired at the end of the Retention Period. (ii) The Participant may not transfer, assign or otherwise dispose of the Retention Shares subject to any Award or any interest in them. 7.3.2 The following additional provisions will apply to Owned Shares during the Retention Period: (i) The Participant will be entitled to vote and to receive dividends and have all other rights of a shareholder in respect of the Owned Shares from the date the Participant becomes the beneficial owner. (ii) The Participant may not transfer, assign or otherwise dispose of the Owned Shares or any interest in them (or instruct anyone to do so) except in the case of: 10 (a) the sale of sufficient entitlements nil-paid in relation to Shares to take up the balance of the entitlements under a rights issue; (b) a forfeiture as described in rule 7.4; or (c) the sale to fund any tax in accordance with rule 7.2. (iii) Any securities which the Participant receives in respect of Owned Shares as a result of an event described in rule 5.3.1 during the Retention Period will, unless the Board decides otherwise, be subject to the same restrictions as the corresponding Owned Shares. This will not apply to any Shares which a Participant acquires on a rights issue or similar transaction to the extent that their number exceeds the number they would have acquired on a sale of sufficient rights under the rights issued nil-paid to take up the balance of the rights. 7.4 Forfeiture of Owned Shares To the extent that Owned Shares are forfeited under rule 9 (Malus and clawback) the Participant is deemed to consent to the immediate transfer of the beneficial ownership of the Shares, for no consideration or nominal consideration, to any person (which may include the Company, where permitted) specified by the Board. 7.5 End of the Retention Period 7.5.1 The Retention Period will end on the earliest of the following: (i) the date on which the Retention Period would normally end, as set by the Board in relation to the Award under rule 3.3; (ii) the date on which the Board decides that the number of Retention Shares are sufficiently small that the continuation of the Retention Period is not warranted; (iii) the date on which the Participant dies; and (iv) the date of a takeover or other transaction by virtue of which rule 11 applies. 7.5.2 At the end of a Retention Period: (i) where the Award continues through the Retention Period, the Shares will be issued or transferred or cash paid in accordance with rule 6; and (ii) the restrictions relating to Owned Shares in rule 7.3.1 will cease to apply and the Shares will be transferred to the Participant or as the Participant may direct. 8 Leaving employment and death 8.1 General rule on leaving employment Except in the case of a Bonus Deferral Award (see rule 8.7), an Award will lapse on leaving if the Participant leaves employment before Vesting.


11 8.2 Exceptions to the general rule where certain leaver reasons apply If a Participant leaves employment before Vesting for one of the following reasons, their Award will not lapse but rule 8.3 will apply: 8.2.1 ill health, injury or disability, as established to the satisfaction of the Company; 8.2.2 retirement with the agreement of the Participant’s employer; 8.2.3 the Participant’s employing company ceasing to be under the Control of the Company; 8.2.4 a transfer of the undertaking (or the part of the undertaking), in which the Participant works, to a person which is neither under the Control of the Company nor a Member of the Group; 8.2.5 redundancy; or 8.2.6 any other reason, if the Board so decides in any particular case. 8.3 Extent of Vesting of Award Where rule 8.2 applies: 8.3.1 the Award will Vest to the extent any Performance Condition is satisfied on the date of Vesting; and 8.3.2 unless the Board decides otherwise, the number of Shares in respect of which the Award would otherwise Vest will be reduced by the proportion which the number of complete days from the date they left to the Vesting Date bears to the number of complete days in the period from the Award Date to the Vesting Date. 8.4 Early Vesting Alternatively, the Board may decide that the Award will Vest to the extent described in rule 8.3, on the date of leaving or a later date determined by the Board. The Board will determine the extent to which any Performance Condition is satisfied in accordance with its terms or, if they do not provide for it, in such manner as it considers reasonable. 8.5 Death If the Participant dies before Vesting, the Award will Vest, on the date of death, at halfway between the threshold and maximum levels of Vesting under the Performance Condition (or such other level as the Board may allow) and the Performance Condition will not otherwise apply. If the Participant left employment before death for one of the reasons in rule 8.2 then, unless the Board decides otherwise, the number of Shares in respect of which the Award would otherwise Vest will be reduced, as described in rule 8.3.2 (by reference to the date the Participant left employment, not the date of death). 8.6 Treatment of Options after leaving If the holder of an Option dies or leaves employment: 8.6.1 before Vesting for one of the reasons in rule 8.2; or 8.6.2 after Vesting for any reason (except as described below) 12 their Option will be exercisable for 12 months from the later of: 8.6.3 the date on which the Option Vests; and 8.6.4 the date on which the Participant left, after which the Option will lapse, but the Board may reduce or extend that period (but not beyond the Final Lapse Date). However, if the Participant leaves employment after Vesting because of misconduct or breach of the terms of their employment, their Award will lapse on the day they leave employment unless the Board determines otherwise. 8.7 Bonus Deferral Awards If a Participant dies or leaves employment before or after Vesting, their Bonus Deferral Award will continue in effect unless the Board decides that it will Vest on dying or leaving or any later date. However, if the Participant leaves employment because of misconduct or breach of the terms of their employment, their Bonus Deferral Award will lapse on the day they leave employment unless the Board determines otherwise. Rules 8.1 to 8.4 will not apply to Bonus Deferral Awards. 8.8 Detrimental activity If a Participant leaves employment due to any reason set out in rule 8.2, unless the Board decides otherwise, the Participant’s Award will lapse if he engages in Detrimental Activity. 8.9 General 8.9.1 Subject to rule 8.9.2, a Participant will only be treated as “leaving employment” when they are no longer an employee or director of any member of the Group. 8.9.2 The Board may decide a Participant will be treated as “leaving employment” on the date they give or are given notice terminating their office or employment unless the reason for giving or receiving notice is listed in rules 8.2.1, 8.2.2 or 8.2.5 above. 9 Malus and clawback 9.1 Malus If the Board considers that: 9.1.1 there has been a significant downward restatement of the financial results of the Company; and/or 9.1.2 there is reasonable evidence of gross misconduct or gross negligence by the Participant; and/or 9.1.3 there is reasonable evidence of material breach by the Participant of the Company’s Code of Business Principles or the Company’s Code Policies; and/or 9.1.4 there is reasonable evidence of conduct by the Participant which results in significant losses or reputational damage to the Company or the Group; and/or 13 9.1.5 the Participant is in breach of any applicable restrictions on competition, solicitation or the use of confidential information (whether arising out of the Participant’s employment contract, his termination arrangements or any internal policies); and/or 9.1.6 the data is misleading and/or there is an error in the information, assumptions or calculations on the basis of which the Award was granted or paid out or Vested; and/or 9.1.7 there has been a significant deterioration in the financial health of the Group or any Member of the Group resulting in severe financial constraints on the ability to fund Awards, it may, in its discretion, at any time prior to Vesting, exercise (in the case of an Option), or the end of any Retention Period, decide that: (a) an Award will lapse wholly or in part; (b) the delivery of the Shares or the end of any Retention Period will be delayed until any action or investigation is completed; and/or (c) Vesting of the Award or delivery of the Shares will be subject to additional conditions. If there is a delay under rule 9.1(b): (i) if a Participant leaves employment after the date on which the Award would have Vested, but for the delay then, unless the Board decides otherwise, rule 8 (leaving employment) will not apply. The Award will continue and Vest to the relevant extent (subject to any further adjustment under this rule 9) when the action or investigation is completed; (ii) Vesting of the Award or delivery of Shares will not be delayed beyond any date on which Vesting or delivery would otherwise occur under rule 11 (Takeovers and other Corporate Events); and (iii) for the avoidance of doubt, there may (or may not) be an adjustment or further adjustment under this rule 9 following completion of any action or investigation. 9.2 Clawback If the Board considers that: 9.2.1 there has been a significant downward restatement of the financial results of the Company; and/or 9.2.2 the data is misleading and/or there is an error in the information, assumptions or calculations on the basis of which the Award was granted or paid out or Vested; and/or 9.2.3 there has been a significant deterioration in the financial health of the Group or any Member of the Group resulting in severe financial constraints, it may, in its discretion, within two years of an Award Vesting or the start of any Retention Period: (i) require a Participant to transfer to the Company (or as the Company directs), for nominal or nil consideration, some or all of the after-tax number of Shares which have previously Vested, or pay to the Company (or as the Company directs) an amount equal to the value of those Shares (as determined by the Board); and/or 14 (ii) require the Company to withhold from, or offset against, the grant or Vesting of any other Award to which the Participant may be or become entitled in connection with his/her employment with the Group such an amount as the Board considers appropriate. 9.2.4 Where a Participant is notified they must transfer Shares or pay an amount in accordance with this rule 9.2 any Shares or cash must be transferred or paid (in the manner directed by the Company) within 30 days of that Participant being so notified. 9.3 General 9.3.1 For the avoidance of doubt, this rule 9 can apply even if the Participant was not responsible for the event in question or if it happened before the Vesting or grant of the Award. 9.3.2 Those rules may be applied in different ways for different Participants in relation to the same or different events, or in different ways for the same Participant in relation to different Awards. 9.3.3 Except to the extent the Board so decides at the time of exchange, neither malus nor clawback will apply to an Award which has been exchanged in accordance with rule 11.4. 9.3.4 Clawback will not apply after a takeover (as defined in rule 11.1). 9.3.5 The Board will notify the Participant of any application of malus or clawback under this rule 9. 9.3.6 Without limiting rule 15.1, the Participant will not be entitled to any compensation in respect of any adjustment under this rule 9, and the operation of malus will not limit any other remedy any member of the Group may have in relation to breach of any restrictions referred to in rule 9.1.5. 10 Vesting in connection with relocation If a Participant who is not a director of the Company relocates to another jurisdiction before an Award Vests and, as a result: (d) the Participant or any member of the Group is or may be subject to less favourable tax or social security treatment; or (e) the Vesting, exercise or satisfaction of the Award is or may be subject to any regulatory restriction, approval or consent, the Board may decide that the Award will Vest on such earlier date or dates and subject to such additional conditions as it may determine, including the retention of any Shares acquired on Vesting. In the case of an Option, the Board may change the period during which it can be exercised or impose additional conditions upon the exercise. 11 Takeovers and other corporate events 11.1 Takeover 11.1.1 If there is a takeover, each Award will Vest, subject to rules 9.1 (Malus) and 9.3, on the date of the takeover.


15 11.1.2 The Board will determine the extent to which any Performance Condition has been satisfied to the date of the takeover (in accordance with its terms or, if they do not provide for it, in such manner as it considers reasonable) and the proportion of the Award which will Vest. 11.1.3 The Board may decide that an Award which has Vested under rule 11.1.1 will be reduced pro rata to reflect the acceleration of Vesting. 11.1.4 To the extent that an Award has not Vested, it shall lapse as to the balance, unless exchanged under rule 11.4 (Exchange of Awards). 11.1.5 An Option will be exercisable for a period of one month from the date of the takeover, after which it will lapse (whether or not it Vested under this rule). 11.1.6 An Award will not Vest under rule 11.1.1 but will be exchanged under rule 11.4 (Exchange of Awards) if: (i) an offer to exchange Awards is made and accepted by a Participant; or (ii) the Board, with the consent of the Acquiring Company, decides before the person obtains Control that the Awards will be automatically exchanged. There is a “takeover” when: (i) a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares; or (ii) under Section 895 of the Companies Act 2006, a court sanctions a compromise or arrangement in connection with the acquisition of Shares, but not where the Board determines rule 11.2 (Reconstruction) applies. 11.2 Reconstruction If there is any internal reconstruction, reorganisation, merger or acquisition of the Company which: 11.2.1 is not intended to result in; or 11.2.2 does not involve a significant change in the identity of the ultimate shareholders of the Company, the Board may determine this rule 11.2 applies to any Awards which have not Vested by the day the reconstruction takes effect. The Board will arrange for the Awards to be replaced by an equivalent award of shares in the new parent company or companies as determined by the Board. The Board may amend (or waive) any Performance Condition as it considers appropriate, subject to applicable laws. 11.3 Demerger or Other Corporate Event 11.3.1 If the Board becomes aware that the Company is or is expected to be affected by any demerger, distribution (other than an ordinary dividend), reconstruction or other transaction not falling within rule 11.1 (Takeover) which, in the opinion of the Board, would affect the current or future value of any Award, the Board may allow an Award to Vest (subject to rule 9 (Malus and clawback) and any such conditions as the Board may decide to impose. 16 11.3.2 Where an Award Vests under rule 11.3.1, the Board will determine the extent to which any Performance Condition has been satisfied and the proportion of the Award which will Vest. 11.3.3 The Board may decide that an Award which has Vested under rule 11.3.1 is reduced pro rata to reflect the acceleration of Vesting. 11.3.4 To the extent that an Award has not Vested, it shall lapse as to the balance. 11.3.5 The Board will determine the period during which an Option may be exercised following Vesting and whether or not it will lapse at the end of that period. 11.3.6 Participants will be notified if they are affected by the Board exercising its discretion under this rule. 11.4 Exchange of Awards If an Award is to be exchanged under this rule 11, the exchange will take place as soon as practicable after the relevant event. The new award: 11.4.1 must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company; 11.4.2 must be equivalent to the existing Award, subject to rules 9.3.3, 9.3.4 and 11.4.4; 11.4.3 will be treated as having been acquired at the same time as the existing Award and, subject to rule 11.4.4, will Vest in the same manner and at the same time; 11.4.4 must either: (i) be subject to a Performance Condition which is, so far as practicable, equivalent to any Performance Condition applying to the existing Award; or (ii) not be subject to any Performance Condition, but be in respect of the number of shares which is equivalent to the number of Shares comprised in the existing Award which would have Vested under rule 11.1 (Takeover); or (iii) be subject to such other terms as the Board considers appropriate in all the circumstances; and 11.4.5 will be governed by the Plan as if references to Shares were references to the shares over which the new award is granted and references to the Company were references to the Acquiring Company or the body corporate determined under rule 11.4.1. 11.5 Board In this rule 11, “Board” means those people who were members of the board of the Company immediately before the change of Control. 12 Changing the Plan 12.1 Board’s powers Except as described in the rest of this rule 12, the Board may at any time change the Plan (including the terms of any Award already granted) in any way. 17 12.2 Shareholder approval 12.2.1 Except as described in rule 12.2.2, the Company in a general meeting must approve in advance by ordinary resolution any proposed change to the Plan to the advantage of present or future Participants, which relates to: (i) eligibility; (ii) the limits on the number of Shares which may be issued under the Plan; (iii) any individual limit for each Participant under the Plan; (iv) the basis for determining a Participant’s entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital; or (v) the terms of this rule 12.2.1. 12.2.2 The Board can change the Plan and need not obtain the approval of the Company in general meeting for any changes to a Performance Condition or other condition in accordance with rule 3.4 or for minor changes: (i) to benefit the administration of the Plan; (ii) to comply with or take account of the provisions of any proposed or existing legislation; (iii) to take account of any changes to legislation; or (iv) to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary or any present or future Participant. 12.2.3 The Board may, without obtaining the approval of the Company in general meeting, establish further plans (by way of schedules to the rules or otherwise) based on the rules, but modified to take account of local tax, exchange control or securities law in non-UK territories. However, any Shares made available under such plans are treated as counting against any limits on individual or overall participation in the Plan under rule 13. 12.3 Notice The Board is not required to give Participants notice of any changes. 13 Tax The Participant will be responsible for all taxes, social security contributions or other levies arising in connection with an Award and will, if required to do so, agree the transfer of liability for employer social security contributions to him. The Company, any employing company or trustee of any employee benefit trust, may withhold any amounts or make such arrangements as it considers necessary to meet any liability to pay or account for any such taxation or social security contributions or other levies. These arrangements may include the sale of or reduction in number of Shares to which a 18 Participant would otherwise be entitled or the deduction of the amount of the liability from any cash amount payable to the Participant under the Plan or otherwise. The Participant will promptly do all things necessary to facilitate such arrangements and, notwithstanding anything to the contrary in the Plan, Vesting or the issue or transfer of Shares may be delayed until he does so. 14 Limits on newly issued and treasury shares 14.1 Plan limits - 10 per cent An Award must not be granted if the number of Shares committed to be issued under that Award exceeds 10 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Awards under the Plan, or options or awards under any other employee share plan operated by the Company, granted in the previous 10 years. 14.2 Plan limits - 5 per cent An Award must not be granted if the number of Shares committed to be issued under that Award exceeds 5 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which has been issued, or committed to be issued, to satisfy Awards under the Plan, or options or awards under any other discretionary employee share plan adopted by the Company, granted in the previous 10 years. 14.3 Scope of Plan limits When calculating the limits in rules 14.1 and 14.2, Shares will be ignored: 14.3.1 where the right to acquire them has been released or has lapsed; and 14.3.2 which are committed to be issued under any Dividend Equivalent. As long as so required by institutional shareholders, Shares transferred from treasury are counted as part of the ordinary share capital of the Company, and as Shares issued by the Company. 15 General 15.1 Terms of employment 15.1.1 This rule 15.1 applies during an employee’s employment with a member of the Group and after the termination of an employee’s employment, whether or not the termination is lawful. 15.1.2 Nothing in the rules or the operation of the Plan forms part of the contract of employment of an employee. The rights and obligations arising from the employment relationship between the employee and their employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment. 15.1.3 No employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or


19 expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year. 15.1.4 The terms of the Plan do not entitle the employee to the exercise of any discretion in their favour. 15.1.5 The employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the employee (including, without limitation, any adjustment under rule 9) even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the employee and their employer. 15.1.6 No employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to: (i) any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment); (ii) any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; or (iii) the operation, suspension, termination or amendment of the Plan. 15.2 Board’s decisions final and binding The decision of the Board on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan will be final and conclusive. 15.3 Documents sent to shareholders The Company is not required to send to Participants copies of any documents or notices normally sent to the holders of its Shares. 15.4 Costs The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant’s employer or any other member of the Group to bear the costs in respect of an Award (including, for example, any trading or other working costs) to that Participant. 15.5 Data protection Participation in the Plan will be subject to: 15.5.1 any data protection policies applicable to any relevant Member of the Group; and 15.5.2 any applicable privacy notices. 15.6 Consents All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in any relevant country. The Participant is responsible for complying with any requirements they need to fulfil in order to obtain or avoid the necessity for any such consent. 20 15.7 Share rights Shares issued to satisfy Awards under the Plan will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment. Where Shares are transferred to a Participant, including a transfer out of treasury, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date. 15.8 Listing 15.8.1 If and for so long as the Shares are listed on Eurolist by Euronext and traded on Euronext, the Company will apply for listing of any Shares issued under the Plan as soon as practicable. 15.8.2 If and for so long as Shares are listed on the Official List and traded on the London Stock Exchange, the Company will apply for listing of any Shares issued under the Plan as soon as practicable. 15.9 Notices 15.9.1 Any information or notice to a person who is or will be eligible to be a Participant under or in connection with the Plan may be posted, or sent by electronic means, in such manner to such address as the Company considers appropriate, including publication on any intranet. 15.9.2 Any information or notice to the Company or other duly appointed agent under or in connection with the Plan may be sent by post or transmitted to it at its registered office or such other place, and by such other means, as the Board or duly appointed agent may decide and notify Participants. 15.9.3 Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting. Notices sent by electronic means, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending. 15.10 Governing law and jurisdiction English law governs the Plan and the English Courts have non-exclusive jurisdiction in respect of any disputes arising.


a81-groupcompanies

AS AT 31 DECEMBER 2024 In accordance with Section 409 of the Companies Act 2006, a list of subsidiaries, partnerships, associates and joint ventures as at 31 December 2024 is set out below. All subsidiary undertakings are subsidiary undertakings of their immediate parent undertaking(s) pursuant to Section 1162 (2) (a) of the Companies Act 2006 unless otherwise indicated – see the notes on page 210. All subsidiary undertakings not included in the consolidation are not included because they are not material for such purposes. All associated undertakings are included in the Unilever Group’s financial statements using the equity method of accounting unless otherwise indicated – see the notes on page 210. See page 191 of the Annual Report and Accounts for a list of the significant subsidiaries. Companies are listed by country and under their registered office address. The aggregate percentage of capital held by the Unilever Group is shown after the subsidiary company name, except where it is 100%. If the Nominal Value field is blank, then the Share Class Note will identify the type of interest held in the entity. Subsidiary undertakings included in the consolidation Algeria – Zone Industrielle Hassi Ameur Oran 31000 Unilever Algérie SPA (72.50) DZD1,000.00 1 Argentina – Tucuman 1, piso 4, Ciudad Autónoma de Buenos Aires Arisco S.A. ARS1.00 1 Unilever De Argentina S.A. ARS1.00 1 Club de Beneficios S.A.U. ARS1.00 1 Urent S.A. ARS1.00 1 Ulands S.A. ARS1.00 1 Argentina – Martín Güemes 24 Sur, San Juan, Provincia de San Juan Helket S.A. ARS1.00 1 Argentina – Juana Manso 205, 7mo. Piso, Ciudad Autónoma de Buenos Aires Compre Ahora S.A. ARS1.00 1 Australia – 219 North Rocks Road, North Rocks NSW 2151 Ben & Jerry’s Franchising Australia Limited AUD1.00 1 Unilever Australia (Holdings) Pty Limited AUD1.00 1 Unilever Australia Group Pty Limited AUD2.7414 1 Unilever Australia Limited AUD1.00 1 Unilever Australia Trading Limited AUD1.00 1 Australia – 111-115 Chandos Street, Crows Nest, NSW 2065 Dermalogica Holdings Pty Limited AUD1.00 1 Dermalogica Pty Limited AUD2.00 1 Australia – Level 12, 60 Castlereagh Street, Sydney, NSW 2000 Paula’s Choice International Australia Pty Limited AUD0.01 1 Australia – Level 16, 68 Pitt Street, Sydney, NSW 2000 Brand Evangelists for Beauty Pty Ltd∆ (68.03) 1 Austria – Jakov-Lind-Straße 5, 1020 Wien Delico Handels GmbH EUR36,336.42 1 Unilever Austria GmbH EUR10,000,000.00 1 Bangladesh – 51 Kalurghat Heavy Industrial Area, Kalurghat, Chittagong Unilever Bangladesh Limited (60.75) BDT100.00 1 Bangladesh – Fouzderhat Industrial Area, North Kattali, Chattogram 4217 Unilever Consumer Care Limited (81.98) BDT10.00 1 Belgium – Anderlecht, Industrielaan 9, 1070 Brussels Unilever Belgium NV/SA No Par Value 1 Bolivia – Av. Blanco Galindo, Km 10.5, Cochabamba Unilever Andina Bolivia S.A. BOB100.00 1 Brazil – Avenida das Nações Unidas, n. 14.261, Ala A, 3º andar, Foco 4, Vila Gertrudes, São Paulo/SP, CEP 04794-000 Euphoria Ice Cream Comercio de Alimentos Limitada BRL1.00 5 Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 16ª andar, Bairro Vila Olimpia, São Paulo, ZIP Code 04547-006 E-UB Comércio Limitada BRL1.00 5 Brazil – Cidade de Valinhos, Estado de São Paulo, Rua Campos Salles, nº 20, Parte, Centro, ZIP Code 13271-900 Unilever Logistica Serviços Limitada BRL1.00 5 Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Parte – Gelados SP, Wing B, Vila Gertrudes, ZIP Code 04794-000, São Paulo/SP Unilever Brasil Gelados Limitada BRL1.00 5 Brazil – Av. das Nações Unidas, n. 14.261, 3rd to 6th floors, Wing B Vila Gertrudes, ZIP Code 04794-000, São Paulo/SP Unilever Brasil Limitada BRL1.00 5 Name of Undertaking Nominal Value Share Class Note Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Wing A, Vila Gertrudes, ZIP Code 04794-000, São Paulo/SP Unilever Brasil Industrial Limitada BRL1.00 5 Brazil – Avenida das Nações Unidas, nº 14.261, Vila Gertrudes, Andares 24º a 27º, Sala/Conjunto nº 2401B, 2501B, 2601B, e 2701B, parte, Espaço de Escritório WeWork nº 25-109, na Cidade de São Paulo, Estado de São Pa, CEP 04794-000 Mãe Terra Produtos Naturais Limitada BRL1.00 5 Brazil – Rua Tenente Pena, No. 156, Bom Retiro, CEP 01127-020, São Paulo Smart Home Comércio E Locação De Equipamentos S.A. (59.50) No Par Value 1 Brazil – São Paulo, Estado de São Paulo na Rua Demóstenes nº 1072, Bairro Campo Belo CEP 04614-010 Ole Franquia Limitada BRL1.00 1 Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 5ª andar, locker 5D Bairro Vila Olimpia, São Paulo, ZIP Code 04547-006 Compra Agora Serviços Digitais Limitada BRL1.00 5 Bulgaria – City of Sofia, Borough Mladost, 1, Business Park, Building 4, Floor 5 Unilever Bulgaria EOOD BGN1,000.00 1 Bulgaria – District Veliko Tarnovo, 5030 Debelets, Promishlena Zona Unilever Ice Cream Bulgaria EOOD BGL50.00 1 Cambodia – Morgan Tower Building, Level 15, No. 15F-8A/8B/9/10/11/12/13/14/15/16/17A, Street Sopheak Mongkul, Phum 14, Sangkat Tonle Bassac, Khan Chamkarmon, Phnom Penh Unilever (Cambodia) Limited KHR20,000.00 1 Canada – 3081, 3rd Avenue, Whitehorse, Yukon Territory, Y1A 4Z7 Dermalogica (Canada) Limited No Par Value 6 Canada – 100 King Street West, 1 First Canadian Place, Suite 1600, Toronto, ON M5X 1G5 UPD Canada Inc. No Par Value 7 Canada – 1000 rue de la Gauchetière Ouest, Bureau 2500, Montreal, H3B 0A2 4012208 Canada Inc. No Par Value 7 Canada – 160 Bloor Street East, Suite 1400, Toronto, ON M4W 3R2 Unilever Canada Inc. No Par Value 8 No Par Value 9 No Par Value 10 No Par Value 11 No Par Value 12 Canada – Lawson Lundell LLP, 925 W Georgia Street, Vancouver, BC V6C 3L2 Hourglass Cosmetics Canada Limited No Par Value 1 Chile – Avenida Las Condes 11.000, Piso 5, Comuna de Vitacura Unilever Chile Limitada 13 China – Room 1001, No. 398 Caoxi Road (N), Xuhui District, Shanghai, 200030 Blueair (Shanghai) Sales Co. Limited CNY1.00 1 China – No. 33 North Fuquan Road, Changning District, Shanghai, 200335 Unilever (China) Investing Company USD1.00 1 China – 88 Jinxiu Avenue, Hefei Economic and Technology Development Zone, Anhui, 230601 Unilever (China) Limited USD1.00 1 Unilever Services (Hefei) Co. Ltd. CNY1.00 1 China – No. 225 Jingyi Road, Tianjin Airport Economic Area, Tianjin Unilever (Tianjin) Company Limited USD1.00 1 China – 1068 Ting Wei Road, Jinshanzui Industrial Region, Jinshan District, Shanghai Unilever Foods (China) Co. Limited USD1.00 1 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS Group Companies 200 Unilever Annual Report and Accounts 2024 China – No. 166 Unilever Avenue West, Qinglong Town, Pengshan District, Meishan City, Sichuan province 620800 Unilever (Sichuan) Company Limited USD1.00 1 China – No.16 Wanyuan Road, Beijing E&T Development, Beijing 100076 Wall’s (China) Co. Limited USD1.00 1 China – Room 326, 3rd Floor, Xinmao Building, 2 South Taizhong Road, (Shanghai) Pilot Free Trade Zone Uchieve Commerce (Shanghai) Co. Ltd CNY1.00 1 China – Floor 1, Building 2, No. 33 North Fuquan Road, Changning District, Shanghai 200335 Shanghai CarverKorea Limited USD1.00 1 China – 2F, No. 10, Lane 255, Xiaotang Road, Fengxian District, Shanghai Paula’s Choice (Shanghai) Trading Co. Limited CNY1.00 1 China – Room 1436, No. 1256 and No. 1258 Wanrong Road, Jingan District, Shanghai Paula’s Choice (Shanghai) Technology Co. Limited CNY1.00 1 China – No. 88 Yanghua Road, Mingzhu Industrial Zone, Conghua District, Guangzhou City Unilever (Guangzhou) Co. Limited CNY1.00 1 China – 5th Floor, Qunjia Building Block 1, No. 366 Shengkang Road, Jiubao Street, Shangcheng District, Hangzhou City, Zhejiang Province GoUni (Hangzhou) Trading Co. Limited CNY1.00 1 China – Room 407, No. 1256, No. 1258 Wanrong Road, Jingan District, Shanghai UPD (Shanghai) Trading Co. Ltd CNY1.00 1 Colombia – Avenida Carrera 45, 108-27 Torre 3, Piso 5 y 6, Bogotá D.C. Unilever Andina Colombia Limitada COP100.00 1 Costa Rica – Provincia de Heredia, Cantón Belén, Distrito de la Asunción, de la intersección Cariari-Belén, 400 Mts. Oeste, 800 Mts. al Norte UL Costa Rica SCC S.A. CRC1.00 1 Côte d’Ivoire – 01 BP 1751 Abidjan 01, Boulevard de Vridi Unilever-Côte d’Ivoire (99.78) XOF2,650.00 1 Côte d’Ivoire – Abidjan-Marcory, Boulevard Valery Giscard d’Estaing, Immeuble Plein Ciel, Business Center, 26 BP 1377, Abidjan 26 Unilever Afrique de l’Ouest XOF10,000.00 1 Croatia – Strojarska cesta 20, 10000 Zagreb Unilever Hrvatska d.o.o. EUR1.00 1 Cuba – Zona Especial de Desarrollo Mariel, Provincia Artemisa Unilever Suchel, S.A. (60) USD1,000.00 56 Cyprus – Head Offices, 195C Old Road, Nicosia Limassol, CY-2540 Idalion Industrial Zone – Nicosia Unilever Tseriotis Cyprus Limited (84) EUR1.00 1 Czech Republic – Voctářova 2497/18, 180 00 Praha 8 Unilever ČR, spol. s.r.o. CZK210,000.00 1 Denmark – Ørestads Boulevard 73, 2300 København S Unilever Danmark A/S DKK1,000.00 1 Denmark – Petersmindevej 30, 5000 Odense C Unilever Produktion ApS DKK100.00 1 Djibouti – Haramous, BP 169 Unilever Djibouti FZCO Limited USD200.00 1 Dominican Republic – Av. Winston Churchill, Torre Acropolis, Piso 16, Santo Domingo Unilever Caribe, S.A. DOP1,000.00 1 Ecuador – Km 25, Vía a Daule, Guayaquil Unilever Andina Ecuador S.A. USD1.00 1 Egypt – 5th Floor, North Tower, Galleria 40 Business Complex, Sheikh Zayed, 6th of October City, Giza Unilever Mashreq for Manufacturing and Trading (SAE) EGP10.00 1 Unilever Egypt for Shared Consultations Services EGP10.00 1 Egypt – Public Free Zone, Alexandria Unilever Mashreq International Company (in liquidation) USD1,000.00 1 Egypt – 14 May Bridge, Sidi Gaber, Smouha, Alexandria Unilever Mashreq Trading LLC (in liquidation) EGP1000.00 1 Commercial United for Import and Export LLC (in liquidation) EGP1000.00 1 Egypt – 15 Sphinx Square, El-Mohandsin, Giza Name of Undertaking Nominal Value Share Class Note Unilever Mashreq for Import and Export LLC EGP100.00 1 El Salvador – Local 19, Nivel 19, Edificio Torre Futura, Calle El Mirador y 87 Avenida Norte, Colonia Escalón, San Salvador Unilever El Salvador, SCC S.A. de C.V. USD1.00 1 Unilever de Centro America S.A. de C.V. USD11.00 1 England and Wales – Unilever House, 100 Victoria Embankment, London EC4Y 0DY Accantia Group Holdings (unlimited company) GBP0.01 1 Alberto-Culver (Europe) Limited (in liquidation) GBP1.00 1 Alberto-Culver Group Limited (in liquidation) GBP1.00 1 Alberto-Culver UK Holdings Limited (in liquidation) GBP1.00 1 Alberto-Culver UK Products Limited (in liquidation) GBP1.00 1 GBP5.00 14 Associated Enterprises Limited° GBP1.00 1 GroNext Technologies Limited GBP1.00 1 Hourglass Cosmetics UK Limited GBP1.00 1 Margarine Union (1930) Limited° GBP1.00 1 GBP1.00 18 GBP1.00 68 GBP1.00 69 MBUK Trading Limited (in liquidation) GBP1.00 1 Mixhold Investments Limited GBP1.00 1 ND4A Limited GBP1.00 1 Toni & Guy Products Limited° GBP0.001 1 UAC International Limited GBP1.00 1 UML Limited GBP1.00 1 Unidis Forty Nine Limited (in liquidation) GBP1.00 1 Unilever AC Limited GBP1.00 1 Unilever Assam Estates Limited GBP1.00 1 Unilever Company for Industrial Development Limited (in liquidation) GBP1.00 1 Unilever Company for Regional Marketing and Research Limited (in liquidation) GBP1.00 1 Unilever Corporate Holdings Limited° GBP1.00 1 Unilever Employee Benefit Trustees Limited GBP1.00 1 Unilever Group Limited° GBP0.25 1 Unilever South India Estates Limited° GBP1.00 1 GBP1.00 15 Unilever S.K. Holdings Limited GBP1.43 1 Unilever Overseas Holdings Limited° GBP1.00 1 Unilever U.K. Central Resources Limited GBP1.00 1 Unilever U.K. Holdings Limited° GBP1.00 1 Unilever UK & CN Holdings Limited GBP1.00 2 GBP1.00 3 GBP10.00 24 Unilever UK Group Limited GBP1.00 2 Unilever US Investments Limited° GBP1.00 1 United Holdings Limited° GBP1.00 1 England and Wales – c/o BDO LLP, 5 Temple Square, Temple Street, Liverpool L2 5RH Unilever Australia Investments Limited (in liquidation) GBP1.00 1 Unilever Australia Partnership Limited (in liquidation) GBP1.00 1 Unilever Innovations Limited (in liquidation) GBP0.10 1 England and Wales – The Manser Building, Thorncroft Manor, Thorncroft Drive, Dorking Road, Leatherhead, Surrey KT22 8JB Dermalogica (UK) Limited GBP1.00 1 England and Wales – Oceana House 39-49 Commercial Road, First Floor, Southampton, Hampshire, SO15 1GA Aquis Haircare UK Ltd GBP1.00 1 England and Wales – c/o TMF Group, 13th Floor, 1 Angel Court, London EC2R 7HJ Twenty Nine Capital Partners Limited Partnership∞ (80) 4 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS GROUP COMPANIES Unilever Annual Report and Accounts 2024 201 Unilever Ventures III Limited Partnership∞ (86.25) 4 Unilever Ventures Limited GBP1.00 1 Twenty Nine Capital Partners (General Partner) Limited GBP1.00 1 Unilever Ventures General Partner Limited GBP1.00 1 England and Wales – Union House, 182-194 Union Street, London SE1 0LH REN Limited GBP0.01 1 GBP0.0032 19 GBP0.0042 126 Murad Europe Limited GBP1.00 1 England and Wales – Lever House, 3 St James Road, Kingston Upon Thames, Surrey KT1 2BA Alberto-Culver Company (U.K.) Limited GBP1.00 1 CPC (UK) Pension Trust Limited (in liquidation) 16 Nature Delivered Limited GBP0.001 1 GBP0.001 79 GBP0.001 84 Marshfield Bakery Limited (in liquidation) GBP0.01 1 Unilever Pension Trust Limited GBP1.00 1 Unilever UK Limited GBP1.00 1 Unilever UK Pension Fund Trustees Limited GBP1.00 1 Unilever Superannuation Trustees Limited GBP1.00 1 USF Nominees Limited GBP1.00 1 England and Wales – 1 More Place, London SE1 2AF Accantia Health and Beauty Limited (in liquidation) GBP0.25 1 England and Wales – Port Sunlight, Wirral, Merseyside CH62 4ZD Unilever Global IP Limited° GBP1.00 1 England and Wales – Suite 1, 7th Floor, 50 Broadway, London SW1H 0BL Paula’s Choice UK Limited (in liquidation) GBP1.00 1 England and Wales – 3rd Floor, 1 Ashley Road, Altrincham, Cheshire WA14 2DT Brand Evangelists for Beauty Limited∆ (80.30) GBP1.00 2 (100) GBP1.00 85 (66.47) GBP1.00 128 (82.92) GBP1.00 129 Estonia – Harju maakond, Tallinn, Haabersti linnaosa, Paldiski mnt 96, 13522 Unilever Eesti Aktsiaselts EUR6.30 1 Ethiopia – Bole Sub City, Kebele 03/05, Lidiya Building, Addis Ababa Unilever Manufacturing PLC ETB1,000.00 1 Finland – Post Box 254, 00101 Helsinki Unilever Finland Oy EUR16.82 1 Unilever Ingman Production Oy EUR1000.00 1 France – 20, rue des Deux Gares, 92500, Rueil-Malmaison Bestfoods France Industries S.A.S. (99.99) No Par Value 1 Cogesal-Miko S.A.S. (99.99) No Par Value 1 Fralib Sourcing Unit S.A.S. (99.99) No Par Value 1 Saphir S.A.S. (99.99) EUR1.00 1 U-Labs S.A.S. (99.99) No Par Value 1 Unilever France S.A.S. (99.99) No Par Value 1 Unilever France Holdings S.A.S. (99.99) EUR1.00 1 Unilever France HPC Industries S.A.S. (99.99) EUR1.00 1 Unilever Retail Operations France (99.99) No Par Value 1 France – ZI de la Norge – Chevigny Saint-Sauveur, 21800 Quetigny Amora Maille Societe Industrielle S.A.S. (99.99) No Par Value 1 France – 42, rue Jean de La Fontaine, Paris, 75016 Laboratoire Garancia EUR62.50 1 UPD EU EUR1.00 1 Germany – Wiesenstraße 21. 40549 Düsseldorf Dermalogica GmbH EUR25,000.00 1 Germany – Spitaler Straße 16, 20095 Hamburg ProCepta Service GmbH EUR28,348.00 1 Germany – Neue Burg 1, 20457 Hamburg Name of Undertaking Nominal Value Share Class Note DU Gesellschaft für Arbeitnehmerüberlassung mbH (99.99) DEM50,000.00 1 Unilever Deutschland GmbH EUR90,000,000.00 1 EUR2,000,000.00 1 EUR1,000,000.00 1 EUR 100.000,00 1 Unilever Deutschland Holding GmbH EUR39,000.00 1 EUR18,000.00 1 EUR14,300.00 1 EUR5,200.00 1 EUR6,500.00 1 Unilever Deutschland Produktions GmbH & Co. OHG 4 Germany – Alt-Moabit 2, c/o Mazars Advisors GmbH & Co. KG, 10557 Berlin T2 Germany GmbH (in liquidation) EUR25,000.00 1 Germany – Langnesestraße 1, 64646 Heppenheim Maizena Grundstücksverwaltung Gesellschaft mit beschränkter Haftung & Co. offene Handelsgesellschaft 4 Rizofoor Gesellschaft mit beschränkter Haftung EUR15,350.00 1 EUR138,150.00 1 Schafft GmbH EUR63,920.00 1 EUR100,000.00 1 Germany – Wiesenstrasse. 21, D-40549 Düsseldorf Murad GmbH EUR1.00 1 Ren GmbH EUR1.00 1 Germany – Zehdenicker Str. 110119 Berlin Paula’s Choice Germany GmbH  4 Ghana – Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema, PO Box 721, Tema Unilever Ghana PLC (74.50) GHC0.0192 1 Greece – Kymis Ave & 10, Seneka Str. GR-145 64 Kifissia Elais Unilever Hellas SA EUR10.00 1 Unilever Knorr SA EUR10.00 1 Unilever Logistics SA EUR10.00 1 Guatemala – 24 Avenida 35-87 Calzada Atanasio Tzul, Zona 12 Unilever de Centroamerica S.A. GT60.00 1 Haiti – 115, Rue Panamericaine, Estabissement Número 1, Petion Ville Les Condiments Alimentaires, S.A. (61) (in liquidation) HTG1000.00 1 Honduras – Anillo Periférico 600 metros después de la colonia, Residencial, Las Uvas contigua acceso de residencial Roble Oeste, Tegucigalpa M.D.C. Unilever de Centroamerica S.A. HNL10.00 1 Hong Kong – Suite 1106-8, 11/F, Tai Yau Building, 181 Johnston Road, Wanchai Blueair Asia Limited HKD0.10 1 Hong Kong – 6 Dai Fu Street, Tai Po Industrial Estate Unilever Hong Kong Limited HKD0.10 1 Hong Kong – Room 66, Unit 1111, 11/F, Silvercord Tower 2, 30 Canton Road, Tsim Sha Tsui, Kowloon Hourglass Cosmetics Hong Kong Limited HKD1.00 1 Hong Kong – Room 1808, 18/F, Tower II Admiralty Centre, 18 Harcourt Road, Admiralty Hong Kong CarverKorea Limited HKD1.00 7 Hong Kong – 14th Floor, One Taikoo Place, 979 King’s Road, Quarry Bay UPD Hong Kong Limited HKD100.00 1 Hong Kong – 14/F, One Taikoo Place, 979 King’s Road, Quarry Bay Go-Uni Limited (67) USD1.00 1 Hong Kong – Unit B, 17/F, United Centre, 95 Queensway, Admiralty Paula’s Choice Hong Kong Limited HKD1.00 1 Paula’s Choice Hong Kong Distributor Services Ltd HKD1.00 1 Hungary – 1138-Budapest, Váci út 121-127 Unilever Magyarország Kft HUF1.00 1 India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400099 Daverashola Estates Private Limited (61.90) INR10.00 1 Hindlever Trust Limited (61.90) INR10.00 1 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS GROUP COMPANIES 202 Unilever Annual Report and Accounts 2024 Hindustan Unilever Limited° (61.90) INR1.00 1 Lakme Lever Private Limited (61.90) INR10.00 1 Levers Associated Trust Limited (61.90) INR10.00 1 Levindra Trust Limited (61.90) INR10.00 1 Unilever India Limited (61.90) INR1.00 1 Unilever India Exports Limited (61.90) INR10.00 1 Unilever Industries Private Limited° INR10.00 1 Unilever Ventures India Advisory Private Limited INR1.00 75 India – S-327, Greater Kailash – II, New Delhi – 110048, Delhi Blueair India Private Limited (in liquidation) INR10. 00 1 India – c/o Vaish Associates, 106, Peninsula Centre, Dr S.S. Rao Road, Parel, Mumbai, Maharashtra, 400012 Jech India Private Limited (in liquidation) INR10. 00 1 Indonesia – Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard Barat, BSD City, Tangerang, 15345 PT Unilever Indonesia Tbk (84.99) IDR2.00 1 PT Unilever Enterprises Indonesia (99.99) IDR1,000.00 1 PT Unilever Trading Indonesia IDR1,003,875.00 1 Indonesia – Gedung Pasaraya Blok M, Gedung B, Lantai 6 dan 7, Jalan Iskandarsyah II No. 2, DKI Jakarta PT Gerai Cepat Untung (88.19) IDR100,000.00 1 Indonesia – KEK Sei Mangkei, Nagori Sei Mangkei, Kecamatan Bosar Maligas, Kabupaten Simalungun 21183, Sumatera Utara PT Unilever Oleochemical Indonesia IDR1,000,000.00 1 Iran – No. 23, Corner of 33rd Street, Zagros Street, Argentina Square, Tehran Unilever Iran (Private Joint Stock Company) (99.99) IRR1,000,000.00 1 Ireland – 20 Riverwalk, National Digital Park, Citywest Business Campus, Dublin 24 Lipton Soft Drinks (Ireland) Limited EUR1.26 1 Unilever Ireland (Holdings) Limited EUR1.26 1 Unilever Ireland Limited EUR1.26 1 Isle of Man – Bridge Chambers, West Quay, Ramsey, Isle of Man, IM8 1DL Rational International Enterprises Limited USD1.00 1 Israel – 3 Gilboa Street, Airport City, Ben Gurion Airport Beigel & Beigel Mazon (1985) Limited ILS1.00 1 Israel – 52 Julius Simon Street, Haifa, 3296279 Bestfoods TAMI Holdings Ltd ILS0.001 1 Israel Vegetable Oil Company Ltd ILS0.0001 1 Unilever Israel Foods Ltd ILS0.10 35 ILS0.10 79 ILS0.10 17 ILS0.0002 25 Unilever Israel Home and Personal Care Limited ILS1.00 1 Unilever Israel Marketing Ltd ILS0.0001 1 Unilever Shefa Israel Ltd ILS1.00 1 Israel – Haharoshet 1, PO Box 2288, Akko, 2451704 Glidat Strauss Limited ILS1.00 30 ILS1.00 1 ILS1.00 31 Italy – Piazza Paleocapa 1/D, 10100, Torino Gromart S.R.L. EUR1,815,800.00 1 Italy – Viale Sarca 235, 20126 Milan Unilever Italia Administrative Services S.R.L. EUR70,000.00 1 Italy – Via Paolo di Dono n. 3/A 00142 Roma Unilever Italia Logistics S.R.L. EUR600,000.00 1 Unilever Italia Manufacturing S.R.L. EUR10,000,000.00 1 Unilever Italia Mkt Operations S.R.L. EUR25,000,000.00 1 Unilever Italy Holdings S.R.L. EUR1,000.00 1 Italy – Via Plava, 74 10135 Torino Equilibra S.R.L. (75) EUR1.00 1 Armores Srl (75) EUR1.00 1 Syrio Srl (75) EUR1.00 1 Italy – Business Center Monte Napoleone, Via Monte Napoleone 8, 20121 – Milano Name of Undertaking Nominal Value Share Class Note UPD Italia S.r.l. EUR10,000.00 1 Japan – 2-1-1, Kamimeguro, Meguro-ku, Tokyo 153-8578 Unilever Japan Customer Marketing K.K. JPY100,000,001.00 1 Unilever Japan Holdings G.K. JPY10,000,000.00 1 Unilever Japan K.K. JPY100,000,001.00 1 Unilever Japan Service K.K. JPY50,000,000.00 1 Rafra Japan K.K. JPY20,000,000.00 7 Japan – Marunouchi Trust Tower - Main 20F, 1-8-3 Marunouchi Chiyoda-ku Tokyo 100-0005 UPD Japan K.K. JPY109,850.00 1 Jersey – 13 Castle Street, St Helier, Jersey, JE4 5UT Unilever Chile Investments Limited GBP1.00 1 Jordan – Ground Floor, Office No. 1, GH24 Building, Business Park, Development Zone, Amman Unilever Jordan for Marketing Services JOD1000.00 1 Kazakhstan – Abylai Khan Avenue, 53, Abylai Khan Building, 6th Floor, Almaty Unilever Kazakhstan LLP 4 Kenya – Commercial Street, Industrial Area, PO Box 30062-00100, Nairobi Unilever Kenya Limited° KES20.00 1 Korea – 443 Taeheran-ro, Samsung-dong, Kangnam-gu, Seoul Unilever Korea Co., Ltd KRW10,000.00 1 Korea – 81, Tojeong 31-gil, Mapo-gu, Seoul CARVERKOREA Co., Limited (97.47) KRW500.00 7 Korea – #1-313 #1-314, 48, Achasan-ro 17-gil, Seongdong-gu, Seoul Paula’s Choice Korea, Limited KRW500,000,000.0 0 1 Kuwait – AlQibla - Land No.14, Abu Bakir Alssiddiq Street, Mohamed Abdulrahman AlBahar building – Floor #9 – Unit 4 AlBahar United For Wholesale and Retail Trading Company LLCX (30) KWD0.10 1 Laos – Viengvang Tower, 4th Floor, Room no. 402A, Boulichan Road, Dongpalan Thong Village, Sisattanak District, Vientiane Capital Unilever Services (Lao) Sole Co. Limited LAK80,000.00 1 Latvia – Kronvalda bulvāris 3-10, Rīga, LV-1010 Unilever Baltic LLC EUR1.00 1 Lebanon – Sin El Fil, Dolphin Building, 3rd Floor, Beirut Unilever Levant s.a.r.l. LBP1,000,000.00 1 Lithuania – Skuodo St. 28, Mazeikiai, LT-89100 UAB Unilever Lietuva distribucija EUR3,620.25 1 UAB Unilever Lietuva ledu gamyba EUR3,620.25 1 Malawi – Room 33, Gateway Mall, Area 47, Lilongwe Malawi Unilever South East Africa (Private) Limited (in liquidation) MWK2.00 1 Malaysia – Suite 2-1, Level 2, Vertical Corporate Tower B, Avenue 10, The Vertical, Bangsar South City, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan Paula's Choice Malaysia SEA Sdn. Bhd. No Par Value 1 Unilever (Malaysia) Holdings Sdn. Bhd. No Par Value 1 Unilever (Malaysia) Services Sdn. Bhd. No Par Value 1 Mexico – Av. Tepalcapa No. 2, Col. Rancho Santo Domingo, C.P. 54900 Tultitlán, Estado de México Unilever de Mexico S. de R.L. de C.V. 4 Unilever Holding Mexico S. de R.L. de C.V. 4 Unilever Manufacturera S. de R.L. de C.V. 4 Unilever Real Estate Mexico S. de R.L. de C.V. 4 Unilever NA Sourcing West S. de R.L. de C.V. 4 Morocco – 65, Main Street Finance District, Casablanca Finance City, Place Anfa Ouest Et Palmeraie, Immeuble Walili Street, 10ème Étage - Hay-Hassani (AR) Unilever Maghreb S.A. MAD100.00 1 Mozambique – Avenida 24 de Julho, Edifício 24, nº 1097, 4º andar, Maputo Unilever Mocambique Limitada (in liquidation) USD0.01 1 Myanmar – Plot No (40,41,47), Min Thate Hti Kyaw Swar Road, 39 Ward, Shwe Pyi Thar Industrial Zone (2), Shwe Pyi Thar Township, Yangon Region, 11411 Unilever (Myanmar) Limited MMK11,129,679,6 00.00 1 Unilever (Myanmar) Services Limited USD2,000,000.00 1 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS GROUP COMPANIES Unilever Annual Report and Accounts 2024 203


Myanmar – Lot No. 31, Bamaw Ahtwin Wun Street, Hlaing Thar Yar Industrial Zone 3, Hlaing Thar Yar Township, Yangon, 11401 Unilever EAC Myanmar Company Limited (60) MMK500,000,000, 000. 00 1 Nepal – Hetauda-3, Basamadi Makawnapur Unilever Nepal Limited (49.52) NPR100.00 1 Netherlands – Weena 455, 3013 AL Rotterdam Alberto-Culver Netherlands B.V. (in liquidation) EUR1.00 2 EUR1.00 3 Argentina Investments B.V. EUR454.00 1 BFO Holdings B.V. EUR1.00 1 Brazinvest B.V. EUR1.00 1 Chico-invest B.V. EUR455.00 1 Doma B.V. NLG1,000.00 1 Handelmaatschappij Noorda B.V. NLG1,000.00 1 Hourglass Cosmetics Europe B.V. EUR1.00 1 Unilever Foods & Refreshments Global B.V. EUR453.78 1 Itaho B.V. EUR1.00 1 Lipoma B.V. NLG1,000.00 1 Marga B.V. EUR1.00 1 Mavibel (Maatschappij voor Internationale Beleggingen) B.V. EUR1.00 1 Mexinvest B.V. EUR1.00 1 Mixhold B.V.° EUR1.00 2 EUR1.00 3 EUR1.00 26 N.V. Elma (in liquidation) NLG1,000.00 1 NLG1,000.00 27 New Asia B.V. EUR1.00 1 Nommexar B.V. EUR1.00 1 Ortiz Finance B.V. NLG100.00 1 Pabulum B.V. NLG1,000.00 1 Rizofoor B.V. NLG1,000.00 1 Rolf von den Baumen’s Vetsmelterij B.V. EUR454.00 1 Rolon B.V. NLG1,000.00 1 Saponia B.V. NLG1,000.00 1 ThaiB1 B.V. NLG1,000.00 1 ThaiB2 B.V. NLG1,000.00 1 Unilever Administration Centre B.V. (in liquidation) EUR1.00 1 Unilever Alser B.V. EUR1.00 1 Unilever Berran B.V. EUR1.00 1 Unilever Canada Investments B.V. EUR1.00 1 Unilever Caribbean Holdings B.V. EUR1,800.00 1 Unilever Employment Services B.V. (in liquidation) EUR1,000.00 1 Unilever Europe B.V. EUR1.00 1 Unilever Europe Business Center B.V. EUR454.00 1 EUR454.00 14 Unilever Finance International B.V. EUR1.00 1 Unilever Finance Netherlands B.V.o EUR1.00 1 FoodServiceHub B.V. EUR1.00 1 Unilever Global Services B.V. EUR1.00 1 Unilever Holdings B.V. EUR454.00 1 Unilever IP Holdings B.V. EUR1.00 1 Unilever Indonesia Holding B.V. EUR1.00 1 Unilever Insurances N.V. EUR454.00 1 Unilever International Holdings B.V.° EUR1.00 1 Unilever Netherlands Retail Operations B.V. EUR1.00 1 Unilever Nederland Holdings B.V. EUR454.00 1 Unilever Nederland Services B.V. EUR460.00 1 Unilever PL Netherlands B.V. EUR1.00 1 Unilever Turkey Holdings B.V. EUR1.00 1 Unilever US Investments B.V.° EUR1.00 1 Name of Undertaking Nominal Value Share Class Note Unilever Ventures Holdings B.V. EUR453.79 1 Univest Company B.V. EUR1.00 1 UNUS Holding B.V. EUR0.10 2 EUR0.10 3 Non-voting† Verenigde Zeepfabrieken B.V. NLG1,000.00 1 Wemado B.V. NLG1,000.00 1 The Magnum Ice Cream Company HoldCo Netherlands B.V. EUR1.00 1 The Magnum Ice Cream Company NewCo Netherlands B.V. EUR1.00 1 The Magnum Ice Cream Company HoldCo 3 Netherlands B.V. EUR1.00 1 Netherlands – Hofplein 19, 3032 AC Rotterdam Unilever Nederland B.V. EUR454.00 1 Netherlands – Valkweg 2, 7447JL Hellendoorn Ben en Jerry’s Hellendoorn B.V. EUR453.78 1 Netherlands – Markhek 5, 4824 AV Breda De Korte Weg B.V. EUR1.00 1 EUR1.00 26 Non-voting† Netherlands – Bronland 14, 6708 WH Wageningen Unilever Innovation Centre Wageningen B.V. EUR460.00 1 Netherlands – Grote Koppel 7, 3813 AA Amersfoort Paula’s Choice Europe B.V. EUR1.00 1 Netherlands – Unilever House, 100 Victoria Embankment, London EC4Y 0DY (Registered Seat: Rotterdam) Unilever Overseas Holdings B.V. NLG1,000.00 1 New Zealand – Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023 Ben & Jerry’s Franchising New Zealand Limited No Par Value 1 Unilever New Zealand Limited NZD2.00 1 Nicaragua – Km 11.5, Carretera Vieja a León, 800 Mts Norte, 100 Mts Este, 300 Mts Norte, Managua Unilever de Centroamerica S.A. NIC50.00 1 Niger – BP 10272 Niamey Unilever Niger S.A. (in liquidation) XOF10,000.00 1 Nigeria – 1 Billings Way, Oregun, Ikeja, Lagos Unilever Nigeria Plc (76.41) NGN0.50 1 West Africa Popular Foods Nigeria Limited (51) NGN1.00 1 Norway – Martin Linges vei 25, Postbox 1, 1331 Fornebu Unilever Norge AS NOK100.00 1 Pakistan – Avari Plaza, Fatima Jinnah Road, Karachi, 75530 Unilever Pakistan Foods Limited (76.57) PKR10.00 1 Unilever Pakistan Limited (99.29) PKR50.00 1 (71.78) PKR100.00 1 Palestine – Ersal St., Awad Center, PO Box 3801, Al-Beireh, Ramallah Unilever Market Development Company (in liquidation) JOD1.00 1 Palestine – Jamil Center, Al-Beireh, Ramallah Unilever Agencies Limited (99) (in liquidation) JOD1.00 1 Panama – PH Dream Plaza, Piso 10 y, Provincia de Panamá, Corregimiento de Parque Lefevre, Costa del Este Unilever Regional Services Panama S.A. (in liquidation) USD1.00 1 Panama – Santa María Business District, Torre Argos, Piso 6, Distrito de Juan Diaz, Provincia de Panamá Unilever de Centroamerica S.A. No Par Value 1 Paraguay – Roque Centurión Miranda No. 1635, casi Avenida San Martin, Edificio Aymac II, Asunción Unilever de Paraguay S.A. PYG1,000,000.00 1 Peru – Av. Paseo de la Republica, 5895 OF. 402, Miraflores, Lima 18 Unilever Andina Perú S.A. PEN1.00 1 Philippines – Linares Road, Gateway Business Park, General Trias, Cavite Metrolab Industries, Inc. PHP1.00 7 PHP10.00 22 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS GROUP COMPANIES 204 Unilever Annual Report and Accounts 2024 Philippines – 7th Floor, Bonifacio Stopover Corporate Center, 31st Street corner 2nd Avenue, Bonifacio Global City, Taguig City Unilever Global Services, Inc. PHP10.00 7 Unilever Philippines, Inc. PHP50.00 7 Philippines – 11th Avenue, Corner 39th Street, Bonifacio Triangle, Bonifacio Global City, Taguig City, Manila Universal Philippines Body Care, Inc. PHP100.00 7 Philippines – Manggahan Light Industrial Park, A. Rodriguez Avenue, Bo. Manggahan, Pasig City Unilever RFM Ice Cream, Inc. (50) PHP1.00 29 PHP1.00 103 Philippines – Four/Neo, 12th Floor, Fourth Avenue, Bonifacio Global City, Barangay Fort Bonifacio, Taguig 1634, Metro Manila Gronext Technologies Phils., Inc. PHP1.00 7 Poland – Jerozolimskie 134, 02-305, Warszawa Unilever Polska Sp. z o.o. PLN50.00 1 Unilever Poland Services Sp. z o.o. PLN50.00 1 Unilever Polska S.A. PLN10.00 1 Puerto Rico – Professional Services Park 997, San Roberto St., Suite 7, San Juan Unilever de Puerto Rico, Inc.° USD100.00 1 Qatar – Almana & Partners WLL Building, Area No. 43, Al Mamoura, PO Box 49 Unilever Qatar LLC QAR1,000.00 1 Romania – Ploiesti, 291 Republicii Avenue, Prahova County Unilever Romania S.A. (99.93) ROL0.10 1 Unilever South Central Europe S.A. ROL260.50 1 Romania – 121 Cernăuţi Street, Suceava 720089 Betty Ice SRL RON10.00 1 Romania – Bvd. Republicii 291, Camera 15, Corp C6 Betty Ice Distributie SRL RON10.00 1 Romania – Bucuresti, Sector 2, Barbu Vacarescu 301-311, Cladirea AFI Lakeview, Biroul , E-8-A11 Good People SA (75) (in liquidation) RON10.00 1 Saudi Arabia – PO Box 5694, Jeddah 21432 Binzagr Unilever LimitedX (49) SAR1,000.00 1 Scotland – c/o Brodies LLP, Capital Square, 58 Morrison Street, Edinburgh EH3 8BP Twenty Nine Capital Partners (SLP) Limited Partnership∞ 4 Unilever Ventures (SLP) General Partner Limited GBP1.00 1 Unilever Ventures III (SLP) Limited Partnership∞ (14.098) 4 Twenty Nine Capital Partners (SLP) V Limited Partnership∞ 4 Serbia – Belgrade, Serbia, Omladinskih brigada 90b – Novi Beograd Unilever Beograd d.o.o. 13 Singapore – 18 Nepal Park, 139407 Unilever Asia Private Limited SGD1.00 1 Unilever Singapore Pte. Limited No Par Value 1 UPD Singapore Pte. Ltd. SGD1.00 1 Gronext Technologies Pte. Ltd. No Par Value 1 Singapore – 1 Maritime Square, #09-34/35, Harbourfront Centre, 099253 Paula’s Choice Singapore, SEA Pte. Ltd. SGD1.00 1 Slovakia – Karadzicova 10, 821 08 Bratislava Unilever Slovensko, spol. s. r.o. EUR1.00 1 South Africa – 15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office Estate, La Lucia, 4051 Unilever Market Development (Pty) Limited ZAR1.00 1 Unilever South Africa (Pty) Limited ZAR2.00 1 Unilever South Africa Holdings (Pty) Limited ZAR1.00 1 ZAR1.00 2 ZAR1.00 3 Aconcagua 14 Investments (RF) (Pty) Limited ZAR1.00 1 South Africa – Oakhurst Office Park, 11-13 St Andrews Road, Parktown, Johannesburg 2193  UPD South Africa (Pty) Limited (60) No Par Value 1 Spain – C/ Tecnología 19, 08840 Viladecans Name of Undertaking Nominal Value Share Class Note Unilever España S.A. EUR48.00 1 Spain – C/ Felipe del Río, 14 – 48940 Leioa Unilever Foods Industrial España, S.L.U. EUR600.00 1 Sri Lanka – 258 M Vincent Perera Mawatha, Colombo 14 Unilever Merchandising Private Limited LKR100.00 1 Ceytea (Private) Limited LKR10.00 1 Lever Brothers (Exports and Marketing) (Private) Limited° LKR2.00 1 Premium Exports Ceylon (Private) Limited LKR10.00 1 Unilever Ceylon Services (Private) Limited LKR10.00 1 Unilever Lanka Consumer Limited LKR10.00 1 Unilever Sri Lanka Limited° LKR10.00 1 Sudan – Property No. 125, Block 2, Industrial Area, Kafori District, Bahri, Kafori Unilever Sudanese Investment Company SDG10,000.00 1 Sweden – Box 1056, Svetsarvägen 15, 171 22, Solna, Stockholm Alberto Culver AB SEK100.00 1 Unilever Holding AB SEK100.00 1 Unilever Produktion AB SEK50.00 1 Unilever Sverige AB SEK100.00 1 The Magnum Ice Cream Company Sweden AB SEK1.00 1 Sweden – Karlavagen 104, 115 26 Stockholm Blueair AB SEK100.00 2 Switzerland – Bahnhofstrasse 19, CH 8240 Thayngen Knorr-Nährmittel Aktiengesellschaft CHF1,000.00 1 Unilever Schweiz GmbH CHF100,000.00 1 Switzerland – Spitalstrasse 5, 8200 Schaffhausen Helmsman Capital AG CHF1,000.00 1 Unilever ASCC AG USD1,190.3345 1 Unilever Finance International AG EUR1,077.4701 1 Unilever Business and Marketing Support AG CHF1,000.00 1 Unilever Overseas Holdings AG EUR1,077.4701 1 Unilever Schaffhausen Service AG CHF1,000.00 1 Unilever Swiss Holdings AG CHF1,000.00 1 Unilever Supply Chain Company AG CHF1,000.00 1 Switzerland – Hinterbergstr. 30, CH-6312 Steinhausen Oswald Nahrungsmittel GmbH CHF800,000.00 1 Taiwan – 15F, No. 39, Sec. 2, Dunhua S. Road, Da’an District, Taipei City Unilever Taiwan Limited (99.92) TWD10.00 1 Taiwan – RM 1, 8 F, No. 186, Sec. 1, Zhangmei Rd, Changhua City, Changhua County 50062, Taiwan (R.O.C.) Paula's Choice Taiwan Co., Limited TWD27.00 1 Tanzania – Plot No. 4A, Nyerere Road, Dar Es Salaam, PO Box 40383 Unilever Tanzania Limited TZS20.00 1 Thailand – 161 Rama 9 Road, Huay Kwang Sub-District, Huay Kwang District, Bangkok 10310 Unilever Thai Holdings Limited THB100.00 1 Unilever Thai Trading Limited THB100.00 1 Thailand – 989 Siam Piwat Tower, Level 12A, Area No. B1-B2, Office No. 1225, Rama 1 Road, Pathum Wan Sub-District, Pathum Wan District, Bangkok UPD (Thailand) Limited THB100.00 1 Thailand – 21/39 Soi Ladpraw 15, Chom Phon, Chatuchak, Bangkok, 10900 Gronext Technologies (Thailand) Limited THB100.00 1 Trinidad & Tobago – Albion Plaza, 3rd Floor, 22-24 Victoria Avenue, Port of Spain Unilever Caribbean Limited (50.01) TTD1.00 1 Tunisia – Z.I. Voie Z4-2014, Mégrine Erriadh – Tunis Unilever Tunisia S.A. (99.78) TND6.00 1 Unilever Maghreb Export S.A. (99.76) TND5.00 1 Tunisia – Z.I. Voie Z4, Megrine Riadh, Tunis, 2014 UTIC Distribution S.A. (99.78) TND10.00 1 Turkey – İnkılap Mahallesi, Dr. Adnan Büyükdeniz Cad, No: 13, Ümraniye İstanbul Unilever Gida Sanayi ve Ticaret AŞo (99.98) TRY0.01 1 Unilever Sanayi Ve Ticaret Türk AŞo (99.98) TRY0.01 1 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS GROUP COMPANIES Unilever Annual Report and Accounts 2024 205 Besan Besin Sanayi ve Ticaret AŞ (99.99) TRY0.01 1 Unilever Hizli Tuketim Urunleri Satis Pazarlama ve Ticaret Anonim Sirketi (99.99) TRY1.00 1 Uganda – DFCU Towers, 5th Floor, Plot 26 Kyadondo Road, Industrial Area, PO Box 3515, Kampala Unilever Uganda Limited UGX20.00 1 Ukraine – 03150, Velyka Vasylkyvska 139 Unilever Ukraine LLC UAH1.00 1 United Arab Emirates – PO Box 17053, Jebel Ali, Dubai Severn Gulf FZCOX (50) AED100,000.00 1 Unilever Gulf FZE AED1,000,000.00 1 United Arab Emirates – Office No. 901, owned by Easa Saleh AlGurg LLC, Deira, Riqqa AlBateeen Unilever Binzagr Gulf General Trading LLCX (50) AED1,000.00 1 Unilever General Trading LLC AED1,000.00 1 United Arab Emirates – Warehouse No. 1.2, Dubai Industrial Park – Seeh Shwaib 2 Unilever Home & Personal Care Products Manufacturing LLCX (49) AED1,000.00 1 United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 Alberto-Culver Company No Par Value 1 Alberto-Culver International, Inc. USD1.00 1 Alberto-Culver USA, Inc. No Par Value 1 BC Cadence Holdings, Inc. USD0.01 7 Ben & Jerry’s Gift Card, LLC 13 Ben & Jerry’s Franchising, Inc. USD1.00 7 Ben & Jerry’s Homemade, Inc. USD1.00 7 Conopco, Inc. USD1.00 7 Kate Somerville Holdings, LLC 13 Kate Somerville Skincare LLC 13 Kensington & Sons, LLC No Par Value 13 Living Proof, Inc. USD0.01 7 Pantresse, Inc. USD120.00 7 REN USA Inc. No Par Value 7 Skin Health Experts, LLC 13 St. Ives Laboratories, Inc. USD0.01 1 The Laundress, LLC 13 Unilever Bestfoods (Holdings) LLC 13 Unilever Capital Corporation USD1.00 1 Unilever North America Supply Chain Company, LLC 13 Unilever United States, Inc. USD0.3333 7 USD73.50 22 Unilever Ventures Advisory LLC 13 US Health & Wellbeing LLC No Par Value 13 Yasso, Inc. USD0.01 7 Yasso Holdings, Inc.  USD0.01 7 United States – 1535 Beachey Pl Carson, CA 90746 Dermalogica, LLC 13 United States – 2121 Park Place, First Floor El Segundo, CA 90245 Murad LLC 13 United States – 125 S Clark, Suite 2000, Chicago, IL 60603 Blueair Inc. No Par Value 1 United States – 2816 S. Kilbourne Avenue, Chicago, IL 60624 Unilever Illinois Manufacturing, LLC 13 United States – 2900 W. Truman Boulevard, Jefferson City, MO 65109 Unilever Manufacturing (US), Inc. No Par Value 7 United States – 40 Merritt Boulevard, Trumbull, CT 06611 Unilever Trumbull Holdings, Inc. USD1.00 7 Unilever Trumbull Research Services, Inc. USD1.00 1 USD1.00 34 United States – 60 Lake Street, Suite 3N, Burlington, VT 05401 Seventh Generation, Inc. USD0.001 7 United States – 605 5th Ave S, Ste 800, Seattle, WA 98104-388 Name of Undertaking Nominal Value Share Class Note Paula’s Choice, Inc. USD0.001 7 USD0.001 22 United States – 705 5th Avenue South, Suite 200, Seattle, WA 98104 Paula’s Choice, LLC 13 United States – c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, New Castle County Cocotier, Inc. USD0.001 7 Nature Delivered Inc. USD0.01 7 Nirvana Holdco LLC (80) 7 Nirvana Intermediate LLC (80) 7 Nutraceutical Wellness, Inc. (80) USD0.001 7 The Uncovery, LLC 13 Aquis, LLC 13 Heat Enterprise Holdings Inc USD0.00001 23 K18, Inc. USD0.00001 23 Biomimetek, Inc. USD0.00001 23 United States – 1501 Lincoln Blvd, #1064 Venice, CA 90291 Kingdom Animalia, LLC 13 United States – 11 Ranick Drive South, Amityville, NY 11701 Sundial Brands, LLC 13 Madam C.J. Walker Enterprises, LLC 13 Nyakio, LLC 13 United States – 415 Jackson Street, Floor 2, San Francisco, CA 94111 Olly Public Benefit Corporation USD0.00001 7 United States – 32 West Loockerman Street, Dover, DE 19801 Tatcha, LLC 13 United States – 2121 Park Place, 1st Floor, El Segundo, CA 90245 The LIV Group, Inc. USD0.01 7 United States – 4056 Del Rey Avenue, Marina Del Rey, CA 90292 SmartyPants, Inc. No Par Value 7 United States – 1169 Gorgas Avenue, Suite A, San Francisco, CA 94129 Welly Health PBC (51) USD0.00001 7 USD0.00001 22 United States – 1675 South Street, Suite B, City of Dover, DE 19901 Onnit Labs, Inc. USD0.01 7 United States – 8 The Green STE R, City of Dover, Kent County, Delaware, 19901 Brand Evangelists for Beauty Inc.∆ (68.03) USD0.01 23 Uruguay – Complejo World Trade Center de Montevideo, Torre IV, Calle Luis Bonavita Nro. 1266, Piso 31, Oficina 3101, Montevideo, CP 11.300 Unilever Uruguay SCC S.A. UYU1.00 1 Uruguay – Edificio World Trade Center Free Zone Torre II, Piso 11, Unidad 1133, Dr. Luis Bonavita 1294, Montevideo, C.P. 11.300 Unilever America Latina S.A. UYU1.00 1 Venezuela – Torre BOD, Piso 15, La Castellana, Caracas, Bolivarian Republic of Venezuela Unilever Andina Venezuela S.A. VES0.000001 1 Vietnam – Lot A2-3, Tay Bac Cu Chi Industry Zone, Tan An Hoi Ward, Cu Chi District, Ho Chi Minh City Unilever Vietnam International Company Limited VND863,104,820,0 00.00 13 Vietnam – No. 156, Nguyen Luong Bang Street, Tan Phu Ward, District 7, Ho Chi Minh City Unicorn Market Place Vietnam Company Limited (in liquidation) VND207,819,496,3 11 13 Vietnam – 3rd Floor, The Sun Building, No. 3 Me Tri Street, Me Tri Ward, Nam Tu Liem District, Hanoi Paula’s Choice Vietnam Company Limited VND 6,879,000,000 13 Zambia – Stand 2375, Corner Addis Ababa Drive & Great East Road, Show Grounds, Lusaka Unilever South East Africa Zambia Limited ZMK2.00 34 ZMK2.00 1 Zambia – Stand No. 3027, Nakambala Road Industrial Site, PO Box 71570, Ndola Chesebrough-Ponds (Private) Limited 1 Zimbabwe – 2 Stirling Road, Workington, Harare Unilever – Zimbabwe (Pvt) Limited∆ ZWD0.002 1 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS GROUP COMPANIES 206 Unilever Annual Report and Accounts 2024 SUBSIDIARY UNDERTAKINGS NOT INCLUDED IN THE CONSOLIDATION Brazil – Av Das Nacoes Unidas, 14261 4º Andar Ala B, Vila Gertrudes, Cep 04792-000, Sao Paulo Unileverprev Sociedade De Previdencia Privada No Par Value 13 Canada – 66 Wellington Street West, Suite 5300, Td Bank Tower, Toronto, Ontario, M5K1E6 Magnum ICC CA Ltd CAD1.00 7 England and Wales – Unilever House, 100 Victoria Embankment, London EC4Y 0DY Unilever Fragrance Limited GBP1.00 1 England and Wales – 1 More London Place, London SE1 2AF Unidis Twenty Six Limited (in liquidation) GBP1.00 1 Unidis Sixty Four Limited (in liquidation) GBP1.00 1 England and Wales – Port Sunlight, Wirral, Merseyside CH62 4ZD The Magnum Ice Cream Company UK Trading Limited GBP1.00 1 The Magnum Ice Cream Company Manufacturing UK Limited GBP1.00 1 The Magnum Ice Cream Company R&D United Kingdom Limited GBP1.00 1 The Magnum Ice Cream Company Limited GBP1.00 1 Germany – Rotebühlplatz 21, 70178 Stuttgart TIGI Haircare GmbH EUR25,600.00 1 Germany – Wiesenstraße 21. 40549 Düsseldorf Living Proof GmbH EUR1.00 1 Ghana – Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema, PO Box 721, Tema Unilever Oleo Ghana Limited GHC2.250 1 India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400 099 Hindustan Unilever Foundation (61.90) INR10.00 1 Indonesia – Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard Barat, BSD City, Tangerang, 15345 PT The Magnum Ice Cream Indonesia IDR10,000,000.00 1 Kenya – Commercial Street, PO Box 40592-00100, Nairobi Union East African Trust Limited KES20.00 1 Myanmar – No. 40-41, Min Thate Hti Kyaw Swar Street, 35 Ward, Shwe Pyi Thar Industrial Zone (2), Shwe Pyi Thar Township, Yangon Region Lever Brothers (Burma) Limited MMK500,000.00 1 Netherlands – Weena 455, 3013 AL Rotterdam The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. EUR1.00 1 The Magnum Ice Cream Company HoldCo 2 Netherlands B.V. EUR1.00 1 Pakistan – Avari Plaza, Fatima Jinnah Road, Karachi, 75530 The Magnum Ice Cream Company Pakistan Limited PKR10.00 1 Sri Lanka – 258 M Vincent Perera Mawatha, Colombo 14 Maddema Trading Company (Private) Limited (in liquidation) LKR10.00 1 R.O. Mennell & Co. (Ceylon) (Private) Limited (in liquidation) LKR10.00 1 Switzerland – Bahnhofstrasse 19, 8240 Thayngen The Magnum Ice Cream Company Switzerland AG CHF100,000.00 1 Thailand – No. 161 Rama 9 Road, Huai Khwang Sub-District, Huai Khwang District, Bangkok The Magnum Ice Cream (Thailand) Company Limited THB100,000.00 1 United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 Unilever AC Canada Holding, Inc. USD10.00 1 Unilever United States Foundation, Inc. 13 United States – 1209 Orange Street, Wilmington, Delaware 19801 Magnum ICC US, LCC 13 Magnum ICC US Holdco, LLC 13 Magnum ICC US SpinCo, LLC 13 ASSOCIATED UNDERTAKINGS Australia – Level 1, 569 Church Street, Richmond, VIC, 3121 SNDR PTY LTD∆◊ (72.98) No Par Value 58 Australia – Floor 1, 101 Moray Street, South Melbourne, 3205 Name of Undertaking Nominal Value Share Class Note Straand Pty Ltd∆◊ (100) No Par Value 107 (12.05) No Par Value 109 Bahrain – Shop 61, Building 866, Road 3618, Block 436 Alseef Manama Unilever Bahrain Co. W.L.L. (49) BHD50.00 1 Brazil – Avenida Engenheiro Luiz Carlos Berrini, 105, 16th floor, Ed. Berrini One, Cidade das Monções, São Paulo, SP, Brazil, ZIP Code: 04571-010 Gallo Brasil Distribuição e comércio Limitada (55) BRL1.00 7 Canada – Suite 300-171 West Esplanade, North Vancouver, British Columbia Canada V7M 3K9 A&W Root Beer Beverages Canada Inc.◊ (40) No Par Value 38 Canada – 229 Amesbury Gate, Bedford, Nova Scotia, B4B 0R8 The 7 Virtues Beauty Inc.∆◊ (64.29) No Par Value 58 (11.79) No Par Value 119 Canada – 1400-160 Bloor Street East, Toronto, ON M4W 3R2 Food Service Direct Logistics Canada, Inc.◊ (60) CAD1.00 7 Cyprus – 2 Marcou Dracou Street, Engomi Industrial Estate, 2409 Nicosia Unilever PMT Limited∆ (49) EUR1.71 2 EUR1.71 3 England and Wales – 100 Victoria Embankment, Blackfriars, London EC4Y 0DY Uflexreward Holdings LimitedΔ (99.64) GBP0.001 35 GBP0.001 21 GBP0.001 120 Uflexreward LimitedΔ (99.64) GBP0.001 1 England and Wales – Unit 1.8 & 1.9, The Shepherds Building, Charecroft Way, London W14 0EE SCA Investments Holdings Limited∆◊ (15.61) GBP0.001 40 (25.19) GBP0.001 41 (3.63) GBP0.001 42 (5.31) GBP0.001 112 England and Wales – 2nd Floor, 5 Jubilee Place, Chelsea, London SW3 3TD Trinny London Limited∆◊ (54.88) GBP0.01 58 (32.32) GBP0.01 71 England and Wales – 126b Olympic Avenue, Milton, Abingdon, OX14 4SA P2i Limited∆◊ (12.89) GBP0.000001 1 (5.44) GBP0.000001 44 (5.44) GBP0.000001 46 (4.20) GBP0.000001 52 (4.20) GBP0.000001 50 (2.44) GBP0.000001 102 (50) GBP1.0000 80 England and Wales – Odeon House, 146 College Road, Harrow, HA1 1BH Clean Beauty Co Ltd∆◊ (69.76) GBP0.0001 97 (26.52) GBP0.0001 58 (13.21) GBP0.0001 87 England and Wales – 2 Leman Street, London, England, E1W 9US Penhros Bio Limited◊ (32) GBP1.00 1 England and Wales – 6 Snow Hill, London, EC1A 2AY VHSquared Limited◊ (in liquidation) (39.47) GBP0.01 1 (1.79) GBP0.01 57 (17.86) GBP0.01 36 France – 13 Avenue Morane Saulnier, 78140 Velizy Villacoublay Pegase S.A.S. (25) EUR5,000.00 1 France – 7 rue Armand Peugeot, 92500 Rueil-Malmaison Relais D’or Centrale S.A.S. (49.99) No Par Value 1 Germany – Beerbachstraße 19, 91183 Abenberg Hans Henglein & Sohn GmbH◊ (50) EUR100,000.00 1 Henglein & Co. Handels-und Beteiligungs GmbH & Co. KG◊ (50) 4 Henglein Geschäftsführungsgesellschaft mit beschränkter Haftung◊ (50) DEM50,000.00 1 Nürnberger Kloßteig NK GmbH & Co. KG◊ (50) 4 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS GROUP COMPANIES Unilever Annual Report and Accounts 2024 207


Henglein NRW GmbH◊ (50) DEM250,000.00 1 Germany – Lauchaer Straße 1, 06647 An der Poststraße OT Klosterhaeseler Henglein GmbH & Co. KG◊ (50) DEM50,000.00 1 Germany – Neue Burg 1, 20457 Hamburg Dollar Shave Club GmbH (in liquidation) (35) EUR25,000.00 1 India – 1st & 2nd Floor, Kagalwala House, Plot No. 175, CST Road, Kalina, Bandra Kurla, Santacruz East Mumbai, Mumbai 400098 Peel-Works Private Limited∆◊ (48.15) INR30.00 63 (16.66) INR30.00 70 (14.65) INR30.00 32 India – 1st Floor Lodha, i-Think Techno Campus, A Wing, Chirak Nagar, Thane MH 400607 Pureplay Skin Sciences (India) Private Limited∆◊ (0.1) INR10.00 75 (100) INR100.00 73 (100) INR100.00 64 (6.54) INR100.00 65 (8.75) INR100.00 106 India – Plot No. D 5, Road No. 20, Marol MIDC, Andheri East, Mumbai 400093 Scentials Beautycare & Wellness Ltd∆◊ (63.43) INR10.00 73 (0.10) INR10.00 75 India – 15 Ambika Nagar, Sector 4, Hiran Magri, Udaipur, Rajasthan 313002 Derma Goodness Private Limited∆◊ (0.2) INR10.00 75 (97.93) INR100.00 110 India – Z-44, Panchasayar, P-210-4-1, Panchasayar, Kolkata, WB 700094 Wellness Ville Private Limited∆◊ (0.10) INR10.00 75 (92.11) INR10.00 118 India – 28 B.T. Road, Cossipore Chiria, More Kolkata, WB 700002 Rabiko Lifestyle Private Limited∆◊ (0.02) INR10.00 75 (100.00) INR10.00 114 India – A-2004, Floor-20, Plot-141, Phoenix Tower-A, S.B. Marg, Delisle Road, Lower Parel West, Mumbai 400013 Nutritionalab Private Limited (13.31) INR10.00 1 India – Ground Floor, Plot No. 57, Industrial Area Phase I, Chandigarh 160002 Zywie Ventures Private Limited (33.02) INR10.00 1 India – 109, Floor 1, Plot 16, Vithaldas Chamber, Mumbai Samachar Marg Bombay Stock Exchange, Fort, Mumbai, Maharashtra- 400001 ClayCo Cosmetics Private Limited∆◊ (100) INR10.00 114 (0.1) INR10.00 75 India – B/902, Anmol Tower, Off S.V. Rd, Goregaon West, Mumbai, Maharashtra, 400104 Poptech Growth Private Limited∆◊ (0.01) 75 (37.50) 127 Indonesia – Jalan Srengseng Raya Nomor 55A, Rukun Tetangga 001, Rukun Warga 002, Kelurahan Srengseng, Kecamatan Kembangan, Jakarta Barat 11630 PT Anugrah Mutu Bersama◊ (40) IDR1,000,000.00 1 Iran – Second Floor, No. 23, Corner of 33rd Street, Zagros Street, Argentina Square, Tehran Unilever-Golestan Foods (Private Joint Stock Company)(51) IRR1,000,000.00 1 Ireland – 70 Sir John Rogerson’s Quay, Dublin 2 Pepsi Lipton International Limited∆ EUR1.00 53 EUR1.00 54 EUR1.00 79 EUR1.00 121 EUR1.00 122 EUR1.00 123 EUR1.00 124 Israel – Kochav Yokneam Building, 4th Floor, PO Box 14, Yokneam Illit 20692 IB Ventures Limited∆ (99.74) ILS1.00 14 Italy – Via Quercete, n.a. 81016, San Potito Sannitico (CE) P2P S.r.l (50) EUR1.00 1 Luxembourg – 5 Heienhaff, L-1736 Senningerberg Name of Undertaking Nominal Value Share Class Note Helpling Group Holding S.à r.l.∆◊ (34.06) EUR1.00 60 (1.37) EUR1.00 33 (6.13) EUR1.00 125 Mauritius – c/o Apex Fund Services (Mauritius) Ltd, 4th Floor, 19 Bank Street, Cyber City, Ebene 72201 Capvent Asia Consumer Fund Limited∆ (40.41) (in liquidation) USD0.01 78 Netherlands – 1016CG Amsterdam, Heregracht 346 A Inde Wild B.V.∆◊ (61.77) EUR0.01 111 Oman – PO Box 1711, Ruwi, Postal Code 112 Towell Unilever LLC (49) OMR1.00 1 Philippines – 11th Avenue Corner, 38th Street, Bonifacio Triangle, Bonifacio Global City, Taguig City, Metro Manila Sto Tomas Paco Land Corp∆◊ (40) PHP1.00 7 (40) PHP10.00 46 (40) PHP20.00 44 Cavite Horizons Land, Inc.◊ (35.10) PHP1.00 7 PHP10,000.00 46 Philippines – Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo. Manggahan, Pasig City WS Holdings Inc.∆◊ PHP1.00 29 PHP1.00 103 Selecta Walls Land Corp∆◊ PHP10.00 29 PHP10.00 103 Portugal – Largo Monterroio Mascarenhas, 1,1099–081 Lisboa Fima Ola – Produtos Alimentares, S.A. (55) EUR4,125,000.00 1 Gallo Worldwide, Limitada (55) EUR550,000.00 5 Grop – Gelado Retail Operation Portugal, Unipessoal, Limitada (55) EUR50,000.00 1 Transportadora Central do Infante, Limitada (54) EUR27,000.00 5 Unilever Fima, Limitada (55) EUR14,462,336.00 5 Victor Guedes – Industria e Comercio, S.A. (55) EUR275,000.00 1 Fima Dressings Unipessoal, Lda (55) EUR50,000.00 1 Saudi Arabia – PO Box 22800, Jeddah 21416 Binzagr Unilever Distribution Company Limited (49) SAR1,000.00 1 Singapore – 3 Phillip Street, #14-05 Royal Group Building, 048693 YOU Private Limited∆◊ (33.33) 76 (33.56) 45 Singapore – 20A Tanjong Pagar Road, 088443 ESQA Corp Pte Ltd∆◊ (60) 73 (100) 76 Sweden – Sturegatan 38, Stockholm, 11436 SachaJuan Haircare AB∆◊ (69.5) SEK1.00 9 United Arab Emirates – PO Box 49, Dubai Al Gurg Unilever LLC (49) AED1,000.00 1 United Arab Emirates – PO Box 49, Abu Dhabi Thani Murshid Unilever LLC (49) AED1,000.00 1 United States – c/o Resident Agents Inc. 8 The Green, STE R, Dover, Kent, Delaware, 19901 Discuss IO Inc.◊ (7.77) USD0.0001 7 (16.78) USD0.0001 111 (50.53) USD0.0001 58 United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 Pepsi Lipton Tea Partnership (50) 4 Food Service Direct Logistics, LLC (40) 13 (17.83) USD0.0001 55 (17.83) USD0.0001 58 United States – c/o The Company Corporation, 251 Little Falls Drive, Wilmington, DE, New Castle 19808 Equilibria, Inc.∆◊ (20.00) USD0.00001 98 FabFitFun Inc.∆◊ (68.18) USD0.001 6 (7.48) USD0.001 100 Outliers, Inc.∆◊ (58.77) USD0.00001 62 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS GROUP COMPANIES 208 Unilever Annual Report and Accounts 2024 (31.35) USD0.00001 113 Perelel, Inc.∆◊(64.71) USD0.00001 97 (68.42) USD0.00001 58 True Botanicals, Inc.∆◊ (51.23) USD0.0001 62 Hung Vanngo Beauty, Inc.∆◊ (24.95) USD0.00001 59 United States – c/o Cogency Global Inc, 850 New Burton Road, in the City of Dover, County of Kent, Delaware Volition Beauty Inc.∆◊ (66.44) USD0.0001 58 United States – c/o The Corporation Trust Company, Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, New Castle County Koco Life LLC∆◊ (26.19) 104 (41.15) 105 New Voices Fund LP◊ (32.90) 4 Oak Essentials Holdco, Inc.∆◊ (37.5) USD0.0001 58 Lemme, Inc.∆◊ (24.95) USD0.0001 62 United States – c/o A Registered Agent, Inc, 8 The Green, Ste A, Dover, Kent, DE, 19901 Clean Beauty for All, Inc.∆◊ (21.73) USD0.0001 62 (41.99) USD0.0001 95 (62.35) USD0.0001 51 (67.85) USD0.0001 96 OneSkin, Inc.∆◊ (28.57) USD0.00001 58 (4.69) USD0.00001 7 United States – 11150 Santa Monica Boulevard, Suite 400, Los Angeles, CA 90025 Gateway Personal Care Parent, LLC USD1.00 6 United States – National Registered Agents Inc., 1209 Orange Street, Wilmington, New Castle, Delaware 19801 Mealogic, Inc.∆◊ (37.5) USD0.00001 58 United States – 131 Continental Drive Suite 305, Newark, Newcastle, DE, 19713 Create Wellness, Inc.∆◊ (90) USD0.00001 62 United States – Northwest Registered Agent Service, Inc., 8 The Green, St, Dover, Kent, DE, 19901 Eetho Brands Inc.∆◊ (24.95) USD0.0001 58 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS GROUP COMPANIES Unilever Annual Report and Accounts 2024 209 Notes: 1: Ordinary, 2: Ordinary-A, 3: Ordinary-B, 4: Partnership, 5: Quotas, 6: Class-A Common, 7: Common, 8: Class A, 9: Class B, 10: Class C, 11: Class  II Common, 12: Class  III Common, 13: Membership Interest, 14: Preference, 15: Redeemable Preference, 16: Limited by Guarantee, 17: C Ordinary Shares, 18: Viscountcy, 19: B3 Ordinary, 20: Series C-1 Pref, 21: Ordinary-C, 22: Preferred, 23: Common Stock, 24: Redeemable Preference Class  B, 25: Special, 26: Cumulative Preference, 27: 5% Cumulative Preference, 28: Non-Voting Ordinary B, 29: Common B, 30: Management, 31: Dormant, 32: Series C1 Preference, 33: Series D-2, 34: Cumulative Redeemable Preference, 35: A-Ordinary, 36: Preferred Ordinary, 37: Com, 38: Class  Common-B, 39: Series A Participating Preference, 40: H-Ordinary, 41: I-Ordinary, 42: J-Ordinary, 43: Series A Preferred Convertible, 44: A Preference, 45: Series B1 CCPS, 46: B Preference, 47: Series A-5, 48: Series C-2 Preferred, 49: A-4 Com, 50: D Preference, 51: Series A-3 Preferred, 52: C Preference, 53: E Ordinary, 54: G Preferred, 55: Series Seed, 56: Nominal, 57: Preferred A, 58: Series A Preferred, 59: Series Seed-2 Preferred, 60: Series C-2, 61: Series D, 62: Series A-1 Preferred, 63: Series B-2 Preference, 64: Pre Series B CCPS, 65: Series B CCPS, 66: Series C1 CPPS, 67: Series C2, 68: Office Holders, 69: Security, 70: Series B-3 Preference, 71: Series B Preferred, 72: Series Seed B CPPS, 73: Series A CCPS, 74: Series A2 CPPS, 75: Equity, 76: Series B CCPS, 77: Series B Preferred Convertible, 78: Class A Redeemable Non-Voting Ordinary, 79: B Ordinary, 80: N Ordinary, 81: A-1 Com, 82: A-2 Com, 83: A-3 Com, 84: Series A EIS, 85: Series A Convertible Preferred, 86: Series A2 Preferred, 87: Series B2 Preferred, 88: Series C Preferred, 89: Series A1 CPPS, 90: D1 Preferred, 91: Series E, 92: Series C-2 Pref, 93: Series B-1 Preferred, 94: Series B-2 Preferred, 95: Series A-2 Preferred, 96: Series A-4 Preferred, 97: Preferred Seed, 98: Seed-3 Preferred, 99: CCPS,100: Series A Preferred Stock, 101: Ordinary Preferred, 102: E Preference, 103: Common A, 104: Series D-5 Preferred, 105: Series D-6 Preferred, 106: Series C CCPS, 107: Series Seed Convertible Preferred, 108: Series C-E Preferred, 109: Series Seed 2 Convertible Preferred Shares, 110: Seed CCPS, 111: Series Seed Preferred Shares, 112: M-Ordinary, 113: Series A-9 Preferred, 114: Series Seed CCPS, 115: Series A-1, 116: Pre- Series B CCCPS, 117: Series A CCCPS, 118: Series Seed A CCPS, 119: Series B Common Stock, 120: B1 Ordinary, 121: I  Preferred, 122: K  Preferred, 123: M  Preferred, 124: O Preferred 125: Series F, 126: B4 Ordinary, 127: Pre-Series A CCPS, 128: Series B Convertible Preferred, 129: Series B2 Convertible Preferred. O Indicates an undertaking directly held by PLC. All other undertakings are indirectly held. In the case of Hindustan Unilever Limited, 47.43% is directly held and the remainder of 14.47% is indirectly held. In the case of Unilever Kenya Limited, 11.30% is directly held and the remainder of 88.70% is indirectly held. In the case of Unilever Sri Lanka Limited, 18.32% is directly held and the remainder of 81.68% is indirectly held. In the case of Mixhold B.V., 27.71% is directly held and the remainder of 72.29% is indirectly held. In the cases of each of Unilever Gida Sanayi ve Ticaret A.Ş. and Unilever Sanayi ve Ticaret Turk A.Ş., a fractional amount is directly held and the remainder is indirectly held. In the case of Mixhold B.V., 55.37% of the ordinary-A shares are directly held, the remainder of 44.63% are indirectly held and the other share classes are indirectly held. † Shares the undertaking holds in itself. Δ Denotes an undertaking where other classes of shares are held by a third party. X Binzagr Unilever Limited, Severn Gulf FZCO, Unilever Binzagr Gulf General Trading LLC, Unilever Home, Personal Care Products Manufacturing LLC and AlBahar United For Wholesale and Retail Trading Company LLC are subsidiary undertakings pursuant to Section 1162(2)(b) Companies Act 2006. The Unilever Group is entitled to 50% of the profits made by Binzagr Unilever Limited, Severn Gulf FZCO and Unilever Binzagr Gulf General Trading LLC. The Unilever Group is entitled to 80% of the profits made by Unilever Home and Personal Care Products Manufacturing LLC. ◊ Accounted for as non-current investments within non-current financial assets. ∞ Exemption pursuant to Regulation 7 of the Partnership (Accounts) Regulations 2008. In addition, we have revenues either from our own operations or otherwise in the following locations: Afghanistan, Aland Islands, Albania, Americas, American Samoa, Andorra, Angola, Anguilla, Antigua and Barbuda, Armenia, Aruba, Azerbaijan, Bahamas, Barbados, Belize, Benin, Bermuda, Bhutan, Bonaire, Bosnia and Herzegovina, Botswana, British Indian Ocean Territory, British Virgin Islands, Brunei Darussalam, Burkina Faso, Burundi, Cameroon, Cape Verde, Cayman Islands, Central African Republic, Chad, Christmas Island, Cocos (Keeling) Islands, Comoros, Congo, Cook Islands, Curacao, Democratic Republic of Congo, Dominica, Equatorial Guinea, Eritrea, Eswatini (previously known as Swaziland), Falkland Islands (Malvinas), Faroe Islands, Federated States of Micronesia, Fiji, French Guiana, French Polynesia, French Southern Territories, Gabon, Gambia, Georgia, Gibraltar, Greenland, Grenada, Guadeloupe, Guam, Guernsey, Guinea, Guinea-Bissau, Guyana, Heard Island and McDonald Islands, Holy See (Vatican City State), Iceland, Iraq, Jamaica, Kiribati, Kosovo, Kyrgyzstan, Lebanon, Lesotho, Liberia, Libya, Liechtenstein, Luxembourg, Macao, Macedonia, Madagascar, Maldives, Mali, Malta, Marshall Islands, Martinique, Mauritania, Mauritius, Mayotte, Moldova, Republic Of, Monaco, Mongolia, Montenegro, Montserrat, Namibia, Nauru, New Caledonia, Niue, Norfolk Island, Northern Mariana Islands, Palau, Papua New Guinea, Pitcairn, Réunion, Saint Kitts and Nevis, Saint Lucia, Saint Martin (French part), Saint Pierre And Miquelon, Saint Vincent and the Grenadines, Samoa, San Marino, Senegal, Seychelles, Sierra Leone, Sint Maarten (Dutch part), Slovenia, Solomon Islands, Somalia, South Georgia and The South Sandwich Islands, South Sudan, Suriname, Svalbard and Jan Mayen, Tajikistan, Timor Leste, Togo, Tokelau, Tonga, Turkmenistan, Turks and Caicos Islands, Tuvalu, Uzbekistan, Vanuatu, Virgin Islands, U.S., Wallis and Futuna, Western Sahara and Yemen. The Unilever Group has established branches in Azerbaijan, Burkina Faso, Côte d'Ivoire, Cuba, Jordan, Kazakhstan, Lebanon, Northern Ireland, Republic of Moldova, Turkey and the UK. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SUSTAINABILITY STATEMENTS GROUP COMPANIES 210 Unilever Annual Report and Accounts 2024


a111-sharedealingstandar

1 Share Dealing Standard 25 September 2023 2 CONTENTS Page 1 The Unilever Share Dealing Standard (the “Standard”) 3 1.1 Purpose of the Standard 1.2 To whom the Standard applies 1.3 Responsibility for the Standard 1.4 Key contacts 2 Obligations applicable to Board Directors and ULE members 5 2.1 Provisions applicable to Board Directors and ULE members 2.2 Dealings and where notification is not required 2.3 When clearance is likely to be given 2.4 Notification and external reporting requirements 2.5 Applicable Law 2.6 Clearance and notification procedure 3 Obligations applicable to GRRL members 11 3.1 Provisions applicable to GRRL members 3.2 Clearance procedure 3.3 Possession of Inside Information 4 Frequently Asked Questions 13 4.1 Frequently Asked Questions 5 Key terms used in the Standard 14 5.1 Frequently used terms 5.2 Closely Associated Persons 5.3 Dealings 5.4 Inside Information Appendix 1: Clearance under Unilever Equity-based Incentive Schemes and other investment options Appendix 2: Consequences of breaching the Preventing Insider Trading Code Policy and/or the Unilever Share Dealing Standard Appendix 3: Clearance to Deal form Appendix 4: Obligations of CAPs memo 3 Section 1. Unilever Share Dealing Standard (the “Standard”) 1.1 PURPOSE OF THE STANDARD The purpose of this Standard is to set out the rules regarding dealing with Unilever PLC securities and those of its listed subsidiaries, seeking the related pre-clearances and complying with the associated notification procedures. This Standard is issued under the UK Market Abuse Regulation (“UK MAR”) and the Unilever Preventing Insider Trading Code Policy. Failure to comply with the Preventing Insider Trading Code Policy and this Standard is a serious disciplinary matter, which may lead to dismissal and in many cases, will also constitute a civil and/or criminal offence (see Appendix 2). 1.2 TO WHOM THE STANDARD APPLIES The Standard applies to people falling within the following two groups: A. Board Directors and ULE members during the period that the office is held and for 6 months thereafter and their Closely Associated Persons (“CAPs”); and B. Unilever employees who have been informed they are on the Global Results Restricted List (“GRRL”). 1.3 RESPONSIBILITY FOR THE STANDARD This Manual is classified as a Unilever Standard. The Group Secretary is responsible for ensuring that this Standard is understood and complied with. Any deviation from this Standard or amendment to this Standard and its Appendices requires the prior approval of the Group Secretary. It is the responsibility of Corporate Secretaries to keep this Standard up to date and available on Inside Unilever. Should you have any queries on the contents of this Standard or otherwise on the policies or procedures to be followed, you should contact the Corporate Secretaries. 5 Section 2. Obligations applicable to Board Directors and ULE members 2.1 PROVISIONS APPLICABLE TO BOARD DIRECTORS AND ULE MEMBERS a) You may not deal in Unilever securities in Closed Periods and clearance must be obtained in advance for all dealings in Unilever securities as outlined in Section 2.6 in Open Periods. b) You can only deal in Open Periods provided you are not in possession of any Inside Information. c) You must not deal in Unilever securities based on short-term considerations. d) You must keep confidential the fact that you have applied for clearance and, if clearance is refused, that must also be kept confidential. e) You must advise your CAPs of their obligations under the UK MAR; these include seeking clearance before dealing in Unilever securities. f) You must update Corporate Secretaries if your list of CAPs changes. g) You must inform the Corporate Secretaries as soon as possible (and in any event within two working days of the transaction (as explained in Section 2.6 Step 4)) after you or one of your CAPs deals in Unilever securities. h) If you want to deal in the securities of a Unilever listed subsidiary, you must first obtain clearance in advance of any dealing from the Group Secretary and also from the Company Secretary of the Unilever listed subsidiary. i) Unilever listed subsidiaries may have their own share dealing codes to comply with the requirements of local stock exchange rules. j) When requested, you must provide the Corporate Secretaries with details of your holdings of, and transactions in, Unilever securities or the securities of Unilever listed subsidiaries or other publicly traded companies. 2.2 DEALINGS AND WHERE NOTIFICATION IS NOT REQUIRED Board Directors and ULE members (and their CAPs) must get clearance for any ‘dealings’ in Unilever shares. Dealings are defined very widely. Dealing means any type of transaction in Unilever securities, including purchases, sales, the exercise of options, the receipt of shares under share schemes, using Unilever securities as security for a loan or other obligation and entering into, amending or terminating any agreement in relation to Unilever securities. In Section 5.3 you will find a more detailed, non-exhaustive list of transactions that are dealings which require notification to Unilever and the Financial Conduct Authority (FCA) in the UK under UK MAR. There is no requirement to notify transactions to Unilever and the FCA under UK MAR in the following


6 cases: • Where you are investing in: a) a unit or share in a collective investment undertaking (‘CIU’) in which the exposure to Unilever securities does not exceed 20% of the assets held by the CIU; b) a financial instrument which provides exposure to a portfolio of assets in which the exposure to Unilever securities does not exceed 20%; or c) in the cases of either a) or b) above, if you do not know, and could not know, the investment composition or exposure of such CIU or portfolio of assets in relation to Unilever securities and there is no reason to believe that such exposure is greater than 20%. • Transactions in Unilever securities executed by managers of a CIU where the manager of the CIU operates with full discretion and does not need to notify you when executing a transaction. If you are in any doubt about whether you need to seek clearance to deal or whether you have to notify, then you should ask the Group Secretary for guidance. 2.3 WHEN CLEARANCE IS LIKELY TO BE GIVEN Clearance is likely to be given where dealings take place during one of the Open Periods, provided the person wishing to deal is not in possession of any Inside Information at the time. Guidance as to whether clearance is likely to be given for transactions relating to Unilever equity-based incentive schemes, personal equity plans, individual savings accounts (ISAs) and dividend reinvestment plans is set out in Appendix 1 and any questions should be raised with the Group Secretary. If allowed by applicable rules and regulations, clearance may be given to a person to whom this Standard applies during a Closed Period on a case-by-case basis where it is the only reasonable course of action available (i.e., if the person is in severe financial difficulty or there are other exceptional circumstances). Clearance may be given for such a person to sell (but not to purchase) Unilever securities. • Severe financial difficulty is taken to mean a pressing financial commitment that cannot be satisfied otherwise than by selling Unilever securities. • An exceptional circumstance arises if the person is required by a court to transfer or sell Unilever securities or there is an overriding legal requirement to do so. 7 2.4 NOTIFICATION AND EXTERNAL REPORTING REQUIREMENTS The Corporate Secretaries will notify the relevant authorities of dealings carried out by Board Directors and members of the ULE and their respective CAPs. Such notifications need to be made promptly, but at least within three working days after the date of the transaction. Board Directors and members of the ULE, their respective CAPs are personally responsible for notifying transactions in Unilever PLC securities to the FCA and to the AFM (the Netherlands Authority for the Financial Markets). However, the Group Secretary is authorised to notify the FCA and the AFM on their behalf and will do so as soon as possible after being notified of transactions in accordance with Section 2.6, Step 4. 2.5 APPLICABLE LAW The general law, which is captured in Unilever’s Preventing Insider Trading Code Policy requires that Unilever employees and Directors must not: • buy or sell securities of Unilever or any other publicly traded company (including Unilever’s listed subsidiaries) when in possession of Inside Information relating to those securities (even if you believe you are not relying on it); • encourage anyone to buy or sell securities of any listed companies when they have Inside Information related to those securities; • pass Inside Information relating to Unilever to anyone within Unilever or outside Unilever, including family members or friends; and/or • spread false information or engage in other activities to manipulate the price of publicly listed securities. These prohibitions come from the Criminal Justice Act 1993 and the EU Market Abuse Regulation (“MAR”). MAR came into force in July 2016 and has been retained in UK legislation with some small changes following Brexit under the Market Abuse (Amendment) (EU Exit) Regulations 2019 and the EU (Withdrawal) Act 2018 (referred to in the UK context as UK MAR). MAR and UK MAR prohibit dealings by Board Directors and members of the ULE during Closed Periods and require notification procedures to be followed by Board Directors and members of the ULE (and their CAPs) when they deal in Unilever securities. If you have any queries about the legal position or believe you may be in possession of Inside Information, please contact the Group Secretary. 8 2.6 CLEARANCE AND NOTIFICATION PROCEDURE Process for obtaining clearance to deal in Unilever securities for Board Directors and ULE members. STEP 1 Request clearance to deal in Unilever securities for yourself or on behalf of your CAPs in one of two ways: 1. Fill out the clearance to deal form at Appendix 3 and send it by email to the Corporate Secretaries (see Section 1.4); or 2. Write to the Corporate Secretaries via email (see Section 1.4) including the following information about the trade: • Type of security (e.g. PLC Ordinary shares or PLC ADRs). • Nature of transaction (e.g. buying, selling, pledging). • Capacity in which dealing or seeking clearance (i.e., on behalf of self or on behalf of a CAP). • Reason for the dealing, if applicable. STEP 2 Corporate Secretaries will arrange for the clearance application to be considered by an appropriate person as set out below. DEALING BY: CLEARANCE TO BE OBTAINED FROM: Chairman CEO, or if not available, Senior Independent Director or the Group Secretary Chief Executive Officer Chairman, or if not available, Senior Independent Director or the Group Secretary Other Board Director Chairman or CEO, or if not available, CFO Group Secretary Chairman or CEO Members of the ULE (other than the Board directors) Group Secretary or CEO 9 STEP 3 If clearance is given, dealing must be made as soon as possible and must be completed within two working days (excluding the day on which clearance is given). Please note that the timelines for seeking clearance and dealing are based on the time zone in the UK. Please ensure that you take this into account if you are located in another time zone. A working day is defined in UK MAR as a day other than: − a Saturday or Sunday; − Christmas Day or Good Friday; or − a day which is a bank holiday in England and Wales under the Banking and Financial Dealings Act 1971. If you trade via Computershare or Fidelity you will be asked to confirm that you have the appropriate clearance. New clearance must be sought if the dealing is not completed within this period. Any dealing must be completed before the beginning of the next Closed Period. HOW TO DEAL ULE members must complete their dealings with Computershare via EquatePlus (Computershare’s dealing platform) or over the phone. The relevant numbers and office hours are provided below, and Reward (see Section 1.4) will be able to assist if you are not able to connect with Computershare. UK: +44 (0) 344 472 6002 Outside the UK: +44 (0) 117 378 5201 8am – 5pm GMT STEP 4 Board Directors, ULE members and their CAPs must confirm IMMEDIATELY (but in any event within two working days), via an email to the Corporate Secretaries (see Section 1.4), when the transaction has (or has not) taken place. The reporting obligation also applies to Unilever securities carried out by persons professionally arranging or executing transactions or by another person on your or your CAP’s behalf, even where the manager or trustee has full discretion. Unilever Directors and members of the ULE


10 must notify the Corporate Secretaries if they have transferred the management of their Unilever securities to an investment manager and must authorise the investment manager to report directly to the Corporate Secretaries (see Section 1.4) of any dealings in Unilever securities. To allow Unilever to make the notification (on your behalf) to the financial regulators within the mandatory three working days after the date of the transaction, you must notify Unilever in writing (via email to the Corporate Secretaries, see Section 1.4) as soon as possible but no later than two working days after the date of the transaction with the following information about the transaction. The following details about the trade must be provided to the Corporate Secretaries: a) Type of security (PLC ordinary shares or PLC ADRs); b) Nature of transaction (e.g. buying, selling, pledging); c) Number of shares traded; d) Price per share; e) Date and place of the transaction; and f) Name of person dealing and capacity in which dealt (e.g. self, CAP). 11 Section 3. Obligations applicable to GRRL members 3.1 PROVISIONS APPLICABLE TO GRRL MEMBERS a) You may not deal in Unilever securities in Closed Periods (except in exceptional circumstances as outlined in Section 2.3). b) You can deal in Open Periods without clearance provided you are not in possession of any Inside Information. c) You must not deal in Unilever securities based on short-term considerations. d) If you need to request clearance to deal, clearance must be obtained in advance of such dealings in Unilever securities as outlined in Section 3.2. e) Unilever listed subsidiaries may have their own share dealing codes to comply with the requirements of local stock exchange rules and you must comply with the share dealing codes of such Unilever listed subsidiaries and their local stock exchange rules. f) When requested, you must provide the Corporate Secretaries with details of your holdings of, and transactions in, Unilever securities or the securities of Unilever listed subsidiaries or other publicly traded companies. 3.2 CLEARANCE PROCEDURE Clearance is not needed in an Open Period. Dealing in a Closed Period will only be permitted in exceptional circumstances. In such cases, the process for obtaining clearance to deal in Unilever securities is set out below. STEP 1 Request clearance to deal in Unilever securities by a GRRL member in a Closed Period: Write to the Corporate Secretaries via email (see Section 1.4) including the following information about the trade: • Nature of transaction (e.g. buying, selling, pledging). • Type of security (e.g. PLC Ordinary shares or PLC ADRs). • Capacity in which dealing or seeking clearance (i.e., on behalf of self or on behalf of a CAP). • Detailed explanation of the exceptional circumstances. 12 STEP 2 Corporate Secretaries will arrange for your clearance to deal application to be considered by the Group Secretary. STEP 3 If clearance is given, dealing must be made as soon as possible and must be completed within two working days (excluding the day on which clearance is given). Please note that the timelines for seeking clearance and dealing are based on the time zone in the UK. Please ensure that you take this into account if you are located in another time zone. A working day is defined in UK MAR as a day other than: − a Saturday or Sunday; − Christmas Day or Good Friday; or − a day which is a bank holiday in England and Wales under the Banking and Financial Dealings Act 1971. New clearance must be sought if the dealing is not completed within this period. Any dealing must be completed before the beginning of the next closed period. HOW TO DEAL Individuals who are on the GRRL must complete their dealings using their EquatePlus account. Please refer to the User Guide with FAQs for further information. 3.3 POSSESSION OF INSIDE INFORMATION If you are in possession of Inside Information, the law relating to insider dealing will apply (see Section 2.5). Please also refer to the Preventing Insider Trading Code Policy and see Appendix 2 on the consequences of breaching the rules on insider dealing. The Preventing Insider Trading course is also available for further training and information. 13 Section 4. Frequently Asked Questions 4.1 FREQUENTLY ASKED QUESTIONS a) How will I know if Unilever is in an Open or Closed Period? Corporate Secretaries will inform you by email of forthcoming Open Periods and Closed Periods. Whilst it is your responsibility to ensure you only deal when you do not have Inside Information, Corporate Secretaries will inform you if they are aware you have access to Inside Information and will place you on a restricted project list for that purpose. b) How will I know if I have Inside Information? Whilst it is your responsibility to ensure you only deal when you do not have Inside Information, Corporate Secretaries will inform you if they are aware you have access to Inside Information and will create a restricted project list for that purpose. Please refer to Section 5.4 for further information on Inside Information. c) What is meant by ‘short-term considerations’ in relation to dealing in Unilever securities? Generally, Unilever securities should not be sold within one year of purchase and purchases should not be made within one year of any sale. d) What are my obligations in relation to my CAPs? (For Board Directors and ULE members only) You must: • take reasonable steps to prevent any dealings in Unilever securities by or on behalf of your CAPs on considerations of a short-term nature; • advise your CAPs that the Standard applies to them as they are a CAP; • advise your CAPs of the Closed Periods during which they should not deal in Unilever securities; and • advise your CAPs that they must seek clearance (via their Board Director or member of the ULE) before dealing in Unilever securities.


14 Section 5. Key terms used in the Standard 5.1 FREQUENTLY USED TERMS • CAP: Closely Associated Person (see Section 5.2). • Closed Period: the period of 30 days in advance of any quarterly Unilever results announcement. • Corporate Secretaries: Sarah Woodhouse (see Section 1.4). • FCA: Financial Conduct Authority in the UK. • Group Secretary: Maria Varsellona (see Section 1.4). • GRRL: the Global Results Restricted List. • Inside Information: See Section 5.4. • Open Period: the period from the day of any Unilever quarterly results announcement to the start of the next Closed Period. • ULE: the Unilever Leadership Executive. 5.2 CLOSELY ASSOCIATED PERSONS Certain obligations of UK MAR also apply to Closely Associated Persons of Unilever Directors and members of the ULE. Please note that UK MAR does not impose these obligations on CAPs of other Unilever employees who are on the GRRL. CAPs are: Family Relationship CAP Husband/wife/civil partner Yes Husband/wife/civil partner (separated but not yet divorced) Yes Ex-husband/wife/civil partner (after divorce finalised) No Live-in partner or live-out partner No Child/step-child under 18 and unmarried/no civil partner Yes Child/step-child under 18 who is married or has a civil partner and does not live at home No 15 Live-in relative (e.g. elderly aunt, grandchild, adult child or married child under 18) who has shared the same address for 1 year or more on the date of the transaction concerned Yes Live-in non-relatives (e.g. au pair, lodger) No Other relatives who don’t share an address (parents, siblings, in-laws etc) No Corporate Relationship CAP Corporate body, trust or partnership: - of which you or one of your CAPs discharges the managerial responsibilities - which is directly or indirectly controlled by you or one of your CAPs - set up for your or your CAPs benefit - the economic interests of which are substantially equivalent to those of you or your CAPs Yes Corporate body of which you or one of your CAPs hold at least 20% of shares or voting rights (but not control) No 5.3 DEALINGS Dealing means any type of transaction in Unilever securities, including purchases, sales, using Unilever securities as security for a loan or other obligation and entering into, amending or terminating any agreement in relation to Unilever securities. The following is a non-exhaustive list of transactions that are dealings for the purposes of notification to Unilever and the FCA under UK MAR: • buying or selling Unilever shares; • transactions in Unilever shares carried out on your (or your CAP’s) behalf (e.g. by trustees of a family trust); • selling shares to cover the tax when you receive shares under one of the Unilever’s share plans; • buying shares under a dividend re-investment plan; • cashing out an award; • pledging any Unilever shares as security for a loan or other borrowing; • giving or receiving a gift of shares including to or from your spouse or civil partner; • inheriting shares; • your (or your CAP’s) dealings in units or shares in a collective investment undertaking or a portfolio of assets which has an exposure to Unilever shares or debt instruments of more than 20%; and 16 • dealings in Unilever shares or debt instruments by a collective investment undertaking (for example a UCITS, or an Alternative Investment Fund), in which you or your CAP have invested, but only where you/your CAP have a say in investment decisions and not where the manager has complete discretion. Other transactions in Unilever shares carried out by other persons on your behalf – e.g. trustees of a family trust of which you are a beneficiary (whether or not you can tell them what to invest in and when) must be notified. This applies also to transactions on behalf of your CAPs. You cannot net off transactions in your notifications. So, if you buy some shares and sell others, you must notify both the sale and the purchase in full. If you are in any doubt about whether you have to notify, then you should ask the Group Secretary guidance. 5.4 INSIDE INFORMATION Inside information is defined as: − information of a precise nature; − which has not been made public; − relating, directly or indirectly, to one or more financial instruments of Unilever; and − which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments. Information is likely to have a “significant effect” on price if it is information of a kind which a reasonable investor would be likely to use as part of the basis for their investment decisions. It is the responsibility of the Disclosure Committee to determine whether Unilever’s quarter or full year results or any other information is considered Inside Information by Unilever PLC. 17 Appendix 1 - Dealings in Unilever Securities, Unilever equity-based incentive schemes and other investment options A. General 1. Board Directors and members of the ULE (either on their own behalf, or on behalf of their CAPs) are required to gain clearance to deal in Unilever securities on all occasions except as expressly set out below. 2. Unilever employees on the GRRL are not required to gain clearance to deal in Unilever securities during an Open Period provided you are not in possession of Inside Information. It is not possible for Unilever employees on the GRRL to deal in a Closed Period except in exceptional circumstances as discussed in Section 3.2. Action Is Clearance required by a Board Director or ULE member? Is Clearance likely? Transfer of Unilever securities from one account in a person’s name to another account in that person’s name No in Open Periods Yes in Closed Periods n/a Yes Transfer of Unilever securities from one account in a person’s name to a joint account (e.g. with the person’s partner) Yes Open Period only Transfer of Unilever securities from one account in a person’s name to their CAP Yes Open Period only Sale of Unilever securities by a CAP Yes Open Period only Using Unilever securities as security (for instance in connection with any personal borrowing arrangement), or granting a charge, lien or other encumbrance over any Unilever securities* Yes Open Period only * N.B. Any Board Director or member of the ULE who is considering using their Unilever securities as security should discuss this with the Group Secretary prior to seeking clearance. Depending on the terms of the security you may be asked, as a condition to receiving clearance, to give an assurance that you have the continuing financial capacity to repay any underlying loan or potential margin call without having to sell the Unilever securities. Board Directors and members of the ULE using Unilever securities as security would require disclosure to the relevant authorities as well as a stock exchange announcement in the UK.


18 B. Limit Orders and Trading Plans Board Directors and members of the ULE are required to gain clearance to set up a Limit Order and/or a Trading Plan during an Open Period and are not permitted to set up a Limit Order and/or a Trading Plan during a Closed Period. Unilever employees on the GRRL are not required to gain clearance to set up a Limit Order and/or a Trading Plan during an Open Period and are not permitted to set up a Limit Order and/or a Trading Plan during a Closed Period. If you are in doubt as to whether you need to seek clearance please contact the Group Secretary. C. Global employee share plans, Performance Share Plan, Management Co- Investment Plan, NA Management Co-Investment Program*, U.S. Deferred Compensation Program, NA Restricted Stock Award Program*, SERA Pension Buy-Out in Unilever securities and any other Unilever local employee Share Plans The application to join an employee share plan, exercise of any options under it and the sale of Unilever securities within the plan can constitute dealings and require clearance under Section 2.6 or Section 3.2 as applicable. If you are in doubt as to whether you need to seek clearance please contact the Corporate Secretaries. *NA equity programs are all governed by the Unilever North America Omnibus Equity Compensation Plan. D. Unilever securities in Individual Savings Accounts (ISAs) Board Directors and members of the ULE are required to gain clearance to set up an ISA during an Open Period and are not permitted to set up an ISA during a Closed Period. Unilever employees on the GRRL are not required to gain clearance to set up an ISA during an Open Period and are not permitted to set up an ISA during a Closed Period. Where relevant these provisions also apply to Unilever PLC shares in existing Personal Equity Plans in the United Kingdom. Please contact the Corporate Secretaries if you have any questions. E. Unilever PLC Dividend Re-investment Plan and UK ShareBuy and Share Incentive Plans The application to join a Unilever PLC Dividend Re-Investment Plan, the sale of Unilever securities within it and a decision to close such a plan can be considered dealing and may require clearance in accordance with Sections 2.6 and 3.2 as applicable. Please contact the Corporate Secretaries if you have any questions. 19 Appendix 2 - Consequences of breaching the Preventing Insider Trading Code Policy and the Unilever Share Dealing Standard • The consequences of a breach of the prohibitions set out in the Preventing Insider Trading Code Policy and the Unilever Share Dealing Standard will depend on the country in and/or from which the breach takes place. • Dismissal, as a possible Unilever sanction, is applicable for a breach. • The possible consequences of a breach in the United Kingdom are set out below. Note that the consequences of breaching the relevant UK laws are equally relevant to any Unilever employee who possesses Inside Information, even if they have not been identified as a Board Director, a member of the ULE or a Unilever employee on the GRRL. • The consequences of a breach in other countries will depend on applicable law in those jurisdictions. 20 CONSEQUENCES OF A BREACH IN THE UK Sanction Details Civil Fine The Financial Conduct Authority (FCA) may impose an unlimited fine on individuals. The minimum fine will be the greater of: • A percentage (between 0% and 40%, depending on the seriousness of abuse) of an individual’s total gross employment benefits for the period that the market abuse was committed; • A multiple (between 0 and 4 times) of the profit made or loss avoided as a direct result of the breach; and • £100,000 (in serious cases of market abuse). Public Statement The FCA may make a public statement that the individual concerned has committed a breach of the prohibitions. Injunction / Freezing Order The FCA may apply to the court for: • An injunction to restrain a threatened or continued breach; • An injunction requiring a person to take steps to remedy the breach; or • A freezing order preventing the person from selling (or otherwise dealing with) assets if that person has committed or may commit a breach. Order to repay benefits The FCA may apply to the court for an order to repay benefits (either the sum of the profits the person has accrued or the amount of the victims’ loss). Payment of compensation The FCA may require the payment of compensation to victims. Imprisonment and/or criminal fine The penalty for the criminal offence of insider dealing is up to ten years imprisonment and/or an unlimited fine. Alternatively, the FCA may decide to issue a formal caution rather than prosecute an offender. Suspension The FCA may impose: • A temporary prohibition on the individual acquiring or disposing of financial instruments; • A permanent prohibition on the individual taking decisions about the management of an investment firm; and/or • A suspension, limitation or other restriction in relation to the carrying on of a regulated activity for up to 12 months. 21 Appendix 3 – Clearance to Deal form To be signed by a person wishing to deal in Unilever PLC shares in accordance with the Share Dealing Standard (the “Standard”). Please send a signed copy of this form to the Corporate Secretaries (see Section 1.4). Unilever PLC – Dealing in Unilever shares Name: [●] Address: [●] TYPE OF SECURITY Unilever PLC ordinary shares or ADRs [●] NATURE OF TRANSACTION A sale, purchase, pledge etc. [●] CAPACITY IN WHICH SEEKING CLEARANCE PDMR, on behalf of a CAP (If a CAP, please specify relationship to the PDMR), or GRRL member [●] REASON FOR DEALING If applicable, provide further detail on the reason for dealing [●] I am not in possession of any Inside Information (as defined in the Standard) relating to the above Unilever shares. If this should change at any time before the transaction, I undertake not to proceed with the transaction. I undertake to deal as soon as possible after clearance has been given, and in any event within two working days (as defined in the Standard) of clearance being received. I understand that this clearance to deal is no longer valid beyond that time. I will submit notification of the dealing to the Corporate Secretaries as soon as possible and in any event no later than two working days after the transaction takes place. Signed……………………………………… Dated: ……………………………………… CLEARANCE TO DEAL (to be completed by the Corporate Secretaries) Clearance has been granted, for …………………………………………… to carry out the above transaction on the basis that it is completed no later than close of business on …………………………..…….. Signed……………………………………… Dated………………………………….


22 Appendix 4 – CAP obligations memo Dealings in Unilever PLC securities: your obligations You are receiving this document because you are a closely associated person (CAP) of a person discharging managerial responsibilities (PDMR) of Unilever PLC (Unilever). This means that you have an obligation under the market abuse rules to make notifications if you deal in Unilever securities. It is important that you understand your obligations as the Financial Conduct Authority (FCA) has the power to impose unlimited fines and other sanctions on individuals who breach these rules. Who is a person discharging managerial responsibilities (PDMR)? A PDMR is a person who is: • a Director of Unilever; or • a senior manager of the company who has regular access to inside information and the power to make managerial decisions, which includes the Unilever Leadership Executive (ULE). You are receiving this memo because you are a closely associated person (CAP) of a PDMR. What does being a closely associated person mean? The law lists the closely associated persons of a PDMR. They include: • a spouse or civil partner; • children or step children under the age of 18 who are unmarried and not in a civil partnership; • any relative (not including a girlfriend or boyfriend) who has shared the same household as you for at least one year on the date of the relevant transaction; or • any entities managed or controlled by a PDMR or CAP, or run for the benefit of a PDMR or CAP. What transactions need clearance to deal and must be notified? The following broad types of transaction are caught – any buying, selling, subscription or exchange of any shares in Unilever or any financial instruments of Unilever or related financial instruments such as options. Buying or selling include transactions where you do not play an active role, such as gifts, inheritance and donations. Transactions undertaken by a professional or another person on your behalf are also included, even where the third party is exercising discretion on your behalf (for example, trustees of a family trust of which you are a beneficiary, or your fund manager). You do not need to seek clearance to deal and make a notification about: − your dealings in units or shares in a collective investment undertaking or a portfolio of assets which has an exposure to Unilever shares or debt instruments of 20% or less; and As a closely associated person of a person discharging managerial responsibilities you must seek clearance to deal in Unilever securities and notify your dealings in Unilever securities to Unilever and the FCA. This must be done within two working days of the dealing taking place. Your PDMR will seek clearance to deal on your behalf and Unilever will make the notification to the FCA on your behalf. 23 − dealings in the Unilever shares or debt instruments by a collective investment undertaking (for example a UCITS, or an Alternative Investment Fund), in which you have invested, but only where you have no say in investment decisions and the manager has complete discretion. What are my obligations? If you would like to deal in Unilever securities, you must seek clearance to deal in advance. Your PDMR will do this on your behalf. If you receive clearance to deal, you must conduct the dealing within two working days. Once your dealing has taken place, notifications must be made to the Group Secretary of Unilever promptly and within two working days (working days are days on which the London Stock Exchange is open for trading). Your PDMR will notify the Group Secretary on your behalf and Unilever will make the necessary notification to the FCA on your behalf. There are very strict deadline requirements imposed by the FCA so it is very important that you inform your PDMR immediately upon dealing in Unilever securities. Please also note that the deadlines specified in this document refer to UK time zones, which will need to be taken into account if you are located outside the UK on a different time zone. If you have any questions, you can contact the Group Secretary, Maria Varsellona (maria.varsellona@unilever.com).


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Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statements (No. 333-273447, No. 333-273447- 01, No. 333-273447-02 and No. 333-273447-03) on Form F-3 and the registration statements (No. 333-268754, No. 333-185299, No. 333-103491-01 and No. 333-277922) on Form S-8 of our report dated March 5, 2025, with respect to the consolidated financial statements of Unilever PLC and the effectiveness of internal control over financial reporting. /s/ KPMG LLP London, United Kingdom March 13, 2025


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Subsidiary Guarantors and Issuers of Guaranteed Securities Each of the following securities issued by Unilever Capital Corporation (UCC), a wholly owned subsidiary of Unilever PLC (PLC), is unconditionally and fully guaranteed, jointly and severally, by PLC and Unilever United States, Inc. (UNUS), a wholly owner subsidiary of PLC: $500M 3.1% Notes due 2025 $350M 3.375% Notes due 2025 $700M 2.0% Notes due 2026 $300M 7.250% Notes due 2026 $1000M 2.9% Notes due 2027 $750M 4.25% Notes due 2027 $1300M 3.5% Notes due 2028 $700M 4.875% Notes due 2028 $250M 6.625% Notes due 2028 $850M 2.125% Notes due 2029 $500M 1.375% Notes due 2030 $170M 4.75% Notes due 2031 $850M 1.750% Notes due 2031 $1000M 5.9% Notes due 2032 $800M 5.0% Notes due 2033 $1000M 4.625% Notes due 2034 $650M 2.625% Notes due 2051 $129M 5.600% Notes due 2097


a971-unileverrecoverypol

Unilever Recovery Policy Subject: Effective From: Latest review: Recovery Policy applicable to V ariable Re muneration 01 December 202 3 January 2025 Subject Process: Global Reward Standard New Review Date: 01 February 2026 Contact: Global.Equity@unilever.com Page 2 HR Standard – Recovery Policy Contents Table Unilever Recovery Policy ............. Error! Bookmark not defined. Recovery Policy ........................................................................................................................ 2 1. Introduction ........................................................................................................................ 2 2. Applies to ............................................................................................................................. 2 3. Definitions ................................................................................................................... 3 .... 3 4. Recovery of erroneously awarded compensation .......................................................... 4 5. Application of Recovery Policy .......................................................................................... 4 6. Duration of recovery period ...................................................................................... 4 .... 4 7. Amount of recovery ............................................................................................................ 5 8. Variable remuneration ....................................................................................................... 5 9. Method of recovery .................................................................................................... 5 .... 5 10. General .............................................................................................................................. 6 8. Supporting Documentation ......................................................................................... 6 Recovery Policy 1. Introduction This policy is intended to comply with section 303A.14 of the New York Stock Exchange (NYSE) Listed Company Manual, which requires companies listed on the NYSE to adopt and comply with a written Recovery Policy to recover the amount of erroneously awarded variable remuneration in the event of a required accounting restatement. 2. Applies to This Recovery Policy applies to former and current members of the Unilever Leadership Executive (ULE) and any other employees as legally required from time to time (Executive Officers). Page 3 HR Standard – Recovery Policy This Recovery Policy applies in addition to the Malus and Clawback Policy, which can be found here: Malus Policy. This Recovery Policy applies to any relevant variable remuneration received by Executive Officers from 1 October 2023 or the date they became Executive Officers, whichever is the later. 3. Definitions A) BDA: Bonus Deferral Award. B) Executive Officers: any current or former member of the ULE (and any other employees as legally required from time to time) within the performance period to which any financial restatement relates. C) Erroneously awarded compensation: the amount of variable remuneration received that exceeds the amount of variable remuneration that otherwise would have been received had it been determined based on the restated amounts. D) Financial reporting measures: are measures that are determined and presented in accordance with the accounting principles used in preparing Unilever’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return (TSR) are also financial reporting measures. E) Variable remuneration: is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, for example, annual bonus, long-term incentive scheme (including MCIP, PSP, TSA, BDA). F) MCIP: Management Co-Investment Plan. G) NYSE: New York Stock Exchange H) PSP: Performance Share Plan. I) Received: Variable remuneration is deemed received in Unilever’s fiscal period during which the financial reporting measure specified in the variable remuneration award is attained, even if the payment or grant of the variable remuneration occurs after the end of that period. J) Restatement: an accounting restatement due to material non-compliance with any financial reporting requirement under securities law in the US. This includes any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement Page 4 HR Standard – Recovery Policy if the error were corrected or left uncorrected in the current period. K) TSA: Targeted Share Award. 4. Recovery of erroneously awarded compensation Unilever will recover reasonably promptly from Executive Officers the amount of erroneously awarded variable remuneration in the event Unilever is required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement under securities law in the US (Restatement). This includes any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected or left uncorrected in the current period. 5. Application of Recovery Policy This Recovery Policy applies while Unilever is listed on the NYSE. It applies to all variable remuneration received by an Executive Officer after beginning service as an Executive Officer or 1 October 2023, whichever is the later, who served as an Executive Officer at any time during the performance period for the applicable variable remuneration. 6. Duration of recovery period The recovery period is the three completed financial years before the date Unilever is required to prepare a Restatement. This means that if it is required to recover erroneously awarded compensation, Unilever may recover the amount from any variable remuneration awarded to an Executive Officer in the three financial years prior to the date of the Restatement. The date of the Restatement is the earlier of the date Unilever concludes (or reasonably should have concluded) that a Restatement is required or the date a court, regulator or other legally authorised body directs Unilever to prepare a Restatement.


Page 5 HR Standard – Recovery Policy 7. Amount of recovery The amount of variable remuneration that will be recovered is the amount of variable remuneration received that exceeds the amount of variable remuneration that otherwise would have been received had it been determined based on the restated amounts. The erroneously awarded compensation must be calculated and recovered on a gross basis. For any variable remuneration that is based on stock price or TSR where the amount of erroneously awarded compensation is not subject to mathematical calculation directly from the information in the Restatement, the amount must be based on a reasonable estimate of the effect of the Restatement on the stock price or TSR upon which the variable remuneration was received. 8. Variable remuneration This Recovery Policy applies to any part of any variable remuneration that is determined by financial reporting measures. For example, the portion of variable remuneration that is determined by financial performance measures, such as sales growth, free cash flow, operating profit, return on invested capital or other financial measures. This Recovery Policy does not apply to fixed pay, benefits, or portion of annual bonus and long-term incentive schemes that are determined by non-financial performance measures i.e. sustainability progress index. Stock price and TSR are also financial reporting measures. 9. Method of recovery The Executive Officer will be notified if a Restatement has occurred that has resulted in the requirement for Unilever to recover erroneously awarded compensation. Unilever will inform the Executive Officer of the amount of the erroneously awarded compensation and how it is proposed that the amount will be recovered. Unilever will recover any erroneously awarded compensation from the Executive Officer’s variable remuneration due to be awarded or vested in the year of the date of the Restatement. If there is any remaining amount, this will be deducted from any unvested variable remuneration related to the three financial years preceding the date of the Restatement. If there is any remaining amount, the Executive Officer will be required to repay this amount to Unilever, but not more Page 6 HR Standard – Recovery Policy than any variable remuneration received by the Executive Officer in the three financial years preceding the date of the Restatement. The Executive Officer is required to repay the erroneously awarded compensation promptly on request from Unilever. 10. General A) For the avoidance of doubt, this Recovery Policy can apply even if the Executive Officer was not responsible for the Restatement in question. B) The Executive Officer will not be entitled to any compensation or indemnification in respect of any recovery under this policy. As such, if any Executive Officer wishes to take out insurance in respect of any recovery under this policy, such Executive Officer member must do so at their own arrangement and cost. C) The operation of recovery will not limit any other remedy Unilever or any member of the Unilever group of companies may have in relation to Executive Officer. D) This policy may be amended, updated, replaced or withdrawn at any time at the Company’s discretion. 8. Supporting Documentation Developed by: Global Reward Expertise Approved by: Andrew Forsythe Unilever reserves the right to terminate, suspend, modify or amend from time-to-time any benefits, programs, policies or procedures.